================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 2
TO
SCHEDULE TO
(RULE 13E-4)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------
DELTA AIR LINES, INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
[GRAPHIC OMITTED]
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $1.50 PER SHARE
(TITLE OF CLASS OF SECURITIES UNDERLYING OPTIONS)
247361108
(CUSIP NUMBER OF CLASS OF SECURITIES)
--------------------------
ROBERT S. HARKEY
SENIOR VICE PRESIDENT-GENERAL COUNSEL & SECRETARY
DELTA AIR LINES, INC.
POST OFFICE BOX 20706
ATLANTA, GEORGIA 30320-6001
TELEPHONE: (404) 715-2600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSON)
--------------------------
COPIES TO:
ELIZABETH G. WREN, ESQ.
KILPATRICK STOCKTON LLP
HEARST TOWER
214 NORTH TRYON STREET, SUITE 2500
CHARLOTTE, NORTH CAROLINA 28202
(704) 338-5123
CALCULATION OF FILING FEE*
--------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
--------------------------------------------------------------------------------
$63,196,907 $5,112.63(1)
--------------------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 39,640,111 shares of common stock of
Delta Air Lines, Inc. having an aggregate value of $63,196,907 as of May
26, 2003 will be exchanged pursuant to this offer. The aggregate value of
such options was calculated based on the Black-Scholes option pricing
model.
** The amount of the filing fee, calculated in accordance with Rule
0-11(b) of the Securities Exchange Act of 1934, as amended by Fee Rate
Advisory #11, effective February 25, 2003, equals $80.90 per $1,000,000
of the value of the transaction.
(1) Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[ ] Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
[ ] Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
INTRODUCTORY STATEMENT
This Amendment No. 2 to Schedule TO is filed by Delta Air Lines, Inc. and
amends and supplements the Tender Offer Statement on Schedule TO-I filed with
the Securities and Exchange Commission on May 28, 2003, in connection with
Delta's offer to exchange certain options to purchase shares of its common stock
on the terms and subject to the conditions described in the Offer to Exchange,
dated May 28, 2003, as amended or supplemented. This amendment is being filed
solely to add another exhibit.
ITEM 12. EXHIBITS.
(a)(1)(A)* Offer to Exchange Certain Outstanding Stock Options for New
Stock Options, dated May 28, 2003.
(a)(1)(B)* Form of Stock Option Exchange Program Calculator - DeltaShare
Stock Option Plan and Pilots Stock Option Plan (SkyShares).
(a)(1)(C)* Form of Stock Option Exchange Program Calculator - 2000
Performance Compensation Plan.
(a)(1)(D)* Form of Letter Regarding SkyShares Personal Identification
Number (PIN).
(a)(1)(E)* Form of Confirmation Letter Including Agreement to Grant
Replacement Options - DeltaShare Stock Option Plan and Pilots
Stock Option Plan (SkyShares).
(a)(1)(F)* Form of Withdrawal - DeltaShare Stock Option Plan and Pilots
Stock Option Plan (SkyShares).
(a)(1)(G)* Form of Confirmation of Withdrawal Letter from Merrill Lynch -
DeltaShare Stock Option Plan and Pilots Stock Option Plan
(SkyShares).
(a)(1)(H)* Form of Voided Election Letter from Merrill Lynch - DeltaShare
Stock Option Plan and Pilots Stock Option Plan (SkyShares).
(a)(1)(I)* Form of Confirmation of Participation in the Offer -
DeltaShare Stock Option Plan and Pilots Stock Option Plan
(SkyShares).
(a)(1)(J)* Form of Confirmation Letter Including Agreement to Grant
Replacement Options - 2000 Performance Compensation Plan.
(a)(1)(K)* Form of Withdrawal - 2000 Performance Compensation Plan.
(a)(1)(L)* Form of Confirmation of Withdrawal Letter from Merrill Lynch -
2000 Performance Compensation Plan.
(a)(1)(M)* Form of Voided Election Letter from Merrill Lynch - 2000
Performance Compensation Plan.
(a)(1)(N)* Form of Confirmation of Participation in the Offer - 2000
Performance Compensation Plan.
(a)(1)(O)* Form of IVR Script - DeltaShare Stock Option Plan and Pilots
Stock Option Plan (SkyShares).
1
(a)(1)(P)* Form of Script for Personal Service Representatives- 2000
Performance Compensation Plan.
(a)(1)(Q)* Form of Script for Personal Service Representatives -
DeltaShare Stock Option Plan and Pilots Stock Option Plan
(SkyShares).
(a)(1)(R)* DeltaNet Intranet Pages (Option Exchange area on the HR
Employee Connection).
(a)(1)(S)* Option Exchange Program Booklet - DeltaShare Stock Option Plan
and Pilots Stock Option Plan (SkyShares).
(a)(1)(T)* Option Exchange Program Booklet - 2000 Performance
Compensation Plan.
(a)(1)(U)* Letter from Leo Mullin dated May 28, 2003.
(a)(1)(V)* Form of Stock Option Record Keeping Statement - DeltaShare
Stock Option Plan and Pilots Stock Option Plan (SkyShares).
(a)(1)(W)* Form of Stock Option Record Keeping Statement - 2000
Performance Compensation Plan.
(a)(1)(X)* Form of Option Exchange Poster.
(a)(1)(Y)* Form of Letter to Relatives and Contacts of Delta Employees on
Military Leave Who Are Eligible for the Stock Option Exchange
Program.
(a)(1)(Z)* Stock Option Basics.
(a)(1)(AA)* Newsline Intranet Communications to Employees -- May 28, 2003.
(a)(1)(BB)* Press Release dated May 28, 2003.
(a)(1)(CC)* Internal Communication regarding Stock Option Exchange
Program.
(a)(1)(DD)* First Supplement to Offer to Exchange.
(a)(1)(EE)** Email to Participants in SkyShares and the 2000 Performance
Compensation Plan
(a)(1)(FF)** Newsline Intranet Communication to Employees - May 30, 2003
(a)(1)(GG) Newsline Intranet Communication to Employees - Reminder - June
13, 2003.
(b) Not Applicable.
(d)(1) Delta 2000 Performance Compensation Plan, filed as Appendix A
to Delta's Proxy Statement dated September 15, 2000 and
incorporated herein by reference.
(d)(2)* First Amendment to Delta 2000 Performance Compensation Plan.
(d)(3) Delta Pilots Stock Option Plan, filed as Exhibit 4.5 to
Delta's Registration Statement on Form S-8 on November 20,
1996 (Registration Number 333-16471) and incorporated herein
by reference.
2
(d)(4)* Letter Agreement dated June 19, 1998 amending Pilots Stock
Option Plan.
(d)(5)* Amendment to Delta Pilots Stock Option Plan.
(d)(6) DeltaShare Stock Option Plan, filed as Exhibit 4.4 to Delta's
Registration Statement on Form S-8 on November 20, 1996
(Registration Number 333-16471) and incorporated herein by
reference.
(d)(7)* First Amendment to DeltaShare Stock Option Plan.
(g) Not Applicable.
(h) Not Applicable.
---------------
* Previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 28, 2003.
** Previously filed as an exhibit to Amendment No. 1 to the Schedule TO filed
with the Securities and Exchange Commission on May 30, 2003.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule TO is true,
complete and correct.
DELTA AIR LINES, INC.
/s/ Robert S. Harkey
--------------------------------------------
Robert S. Harkey
Senior Vice President-General Counsel & Secretary
Dated: June 13, 2003.
4
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
(a)(1)(A)* Offer to Exchange Certain Outstanding Stock Options for New
Stock Options, dated May 28, 2003.
(a)(1)(B)* Form of Stock Option Exchange Program Calculator - DeltaShare
Stock Option Plan and Pilots Stock Option Plan (SkyShares).
(a)(1)(C)* Form of Stock Option Exchange Program Calculator - 2000
Performance Compensation Plan.
(a)(1)(D)* Form of Letter Regarding SkyShares Personal Identification
Number (PIN).
(a)(1)(E)* Form of Confirmation Letter Including Agreement to Grant
Replacement Options - DeltaShare Stock Option Plan and Pilots
Stock Option Plan (SkyShares).
(a)(1)(F)* Form of Withdrawal - DeltaShare Stock Option Plan and Pilots
Stock Option Plan (SkyShares).
(a)(1)(G)* Form of Confirmation of Withdrawal Letter from Merrill Lynch -
DeltaShare Stock Option Plan and Pilots Stock Option Plan
(SkyShares).
(a)(1)(H)* Form of Voided Election Letter from Merrill Lynch - DeltaShare
Stock Option Plan and Pilots Stock Option Plan (SkyShares).
(a)(1)(I)* Form of Confirmation of Participation in the Offer -
DeltaShare Stock Option Plan and Pilots Stock Option Plan
(SkyShares).
(a)(1)(J)* Form of Confirmation Letter Including Agreement to Grant
Replacement Options - 2000 Performance Compensation Plan.
(a)(1)(K)* Form of Withdrawal - 2000 Performance Compensation Plan.
(a)(1)(L)* Form of Confirmation of Withdrawal Letter from Merrill Lynch -
2000 Performance Compensation Plan.
(a)(1)(M)* Form of Voided Election Letter from Merrill Lynch - 2000
Performance Compensation Plan.
(a)(1)(N)* Form of Confirmation of Participation in the Offer - 2000
Performance Compensation Plan.
(a)(1)(O)* Form of IVR Script - DeltaShare Stock Option Plan and Pilots
Stock Option Plan (SkyShares).
(a)(1)(P)* Form of Script for Personal Service Representatives- 2000
Performance Compensation Plan.
(a)(1)(Q)* Form of Script for Personal Service Representatives -
DeltaShare Stock Option Plan and Pilots Stock Option Plan
(SkyShares).
5
(a)(1)(R)* DeltaNet Intranet Pages (Option Exchange area on the HR
Employee Connection).
(a)(1)(S)* Option Exchange Program Booklet - DeltaShare Stock Option Plan
and Pilots Stock Option Plan (SkyShares).
(a)(1)(T)* Option Exchange Program Booklet - 2000 Performance
Compensation Plan.
(a)(1)(U)* Letter from Leo Mullin dated May 28, 2003.
(a)(1)(V)* Form of Stock Option Record Keeping Statement - DeltaShare
Stock Option Plan and Pilots Stock Option Plan (SkyShares).
(a)(1)(W)* Form of Stock Option Record Keeping Statement - 2000
Performance Compensation Plan.
(a)(1)(X)* Form of Option Exchange Poster.
(a)(1)(Y)* Form of Letter to Relatives and Contacts of Delta Employees on
Military Leave Who Are Eligible for the Stock Option Exchange
Program.
(a)(1)(Z)* Stock Option Basics.
(a)(1)(AA)* Newsline Intranet Communications to Employees - May 28, 2003.
(a)(1)(BB)* Press Release dated May 28, 2003.
(a)(1)(CC)* Internal Communication regarding Stock Option Exchange
Program.
(a)(1)(DD)* First Supplement to Offer to Exchange.
(a)(1)(EE)** Email to Participants in SkyShares and the 2000 Performance
Compensation Plan
(a)(1)(FF)** Newsline Intranet Communication to Employees - May 30, 2003
(a)(1)(GG) Newsline Intranet Communication to Employees - Reminder -
June 13, 2003.
(d)(1) Delta 2000 Performance Compensation Plan, filed as Appendix A
to Delta's Proxy Statement dated September 15, 2000 and
incorporated herein by reference.
(d)(2)* First Amendment to Delta 2000 Performance Compensation Plan.
(d) (3) Delta Pilots Stock Option Plan, filed as Exhibit 4.5
to Delta's Registration Statement on Form S-8 on
November 20, 1996 (Registration Number 333-16471) and
incorporated herein by reference.
(d)(4)* Letter Agreement dated June 19, 1998 amending Pilots Stock
Option Plan.
(d)(5)* Amendment to Delta Pilots Stock Option Plan.
(d)(6) DeltaShare Stock Option Plan, filed as Exhibit 4.4
to Delta's Registration Statement on Form S-8 on
November 20, 1996 (Registration Number 333-16471) and
incorporated herein by reference.
6
(d)(7)* First Amendment to DeltaShare Stock Option Plan.
-------------
* Previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 28, 2003.
** Previously filed as an exhibit to Amendment No. 1 to the Schedule TO filed
with the Securities and Exchange Commission on May 30, 2003.
7