o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
ITEM
7.01 Regulation FD Disclosure.
On
February 7, 2007, the United States Bankruptcy Court for the Southern District
of New York (the “Bankruptcy Court”) (1) approved the adequacy of information in
the Disclosure Statement for Debtors’ Joint Plan of Reorganization Under Chapter
11 of the Bankruptcy Code (the “Disclosure Statement”) filed with the Bankruptcy
Court on February 7, 2007 by Delta Air Lines, Inc. (“Delta”) and certain of its
subsidiaries (collectively, the “Debtors”) and (2) authorized the Debtors to
send the Disclosure Statement, the Debtors’ Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code (the “Plan”) and ballots to creditors entitled
to vote on the Plan. The deadline for voting on the Plan is April 9, 2007
and the hearing on confirmation of the Plan is scheduled for April 25,
2007.
Copies
of the Disclosure Statement and the Plan as filed with the Bankruptcy Court
are
attached hereto as Exhibits 99.1 and 99.2, respectively. The Disclosure
Statement contains certain projections (the “Projections”) of financial
performance for fiscal years 2006 through 2010. The Debtors do not, as a matter
of course, publish their business plans, budgets or strategies, or make external
projections or forecasts of their anticipated financial position or results
of
operations. Delta has filed the Disclosure Statement as an exhibit hereto
because such Disclosure Statement has been filed with the Bankruptcy Court
in
connection with the Debtors’ reorganization proceedings. Delta refers to the
limitations and qualifications included in the Disclosure Statement, including
without limitation those set forth under the captions “Statutory Requirements
for Confirmation of the Plan - Best Interests Test,” “—Financial Feasibility”
and “Certain Factors to be Considered Prior to Voting - Factors Affecting the
Value of the Securities to be Issued Under the Plan” with respect to the
Projections. All information contained in the Disclosure Statement is subject
to
change, whether as a result of amendments or supplements to the Plan, actions
of
third parties or otherwise.
Cautionary
Statement Regarding Forward-Looking Statements
Statements
contained in the Plan and the Disclosure Statement (including without limitation
those set forth under the captions “Statutory Requirements for Confirmation of
the Plan - Best Interests Test,” and “—Financial Feasibility”) that are not
historical facts, including statements regarding our estimates, expectations,
beliefs, intentions, projections or strategies for the future, may be
“forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. All forward-looking statements involve a number of risks
and
uncertainties that could cause actual results to differ materially from the
estimates, expectations, beliefs, intentions, projections and strategies
reflected in or suggested by the forward-looking statements. These risks and
uncertainties include, but are not limited to, the actions and decisions of
our
creditors and other third parties with interests in our Chapter 11 proceedings;
our ability to obtain court approval with respect to motions in the Chapter
11
proceedings prosecuted from time to time; our ability to prosecute, confirm
and
consummate our proposed plan of reorganization with respect to the Chapter
11
proceedings and to consummate all of the transactions contemplated by such
plan
of reorganization or upon which consummation of such plan may be conditioned;
risks associated with third parties seeking and obtaining court approval to
terminate or shorten the exclusivity period for us to propose and confirm one
or
more plans of reorganization, to appoint a Chapter 11 trustee or to convert
the
cases to Chapter 7 cases; our ability to obtain and maintain normal terms with
vendors and service providers; our ability to maintain contracts that are
critical to our operations; our ability to maintain adequate liquidity to fund
and execute our business plan during the Chapter 11 proceedings and in the
context of our proposed plan of reorganization and thereafter; our ability
to
comply with financial covenants in our financing agreements; our ability to
implement our business plan successfully; the cost of aircraft fuel; labor
issues; pension plan funding obligations; interruptions or disruptions in
service at one of our hub airports; our increasing dependence on technology
in
our operations; our ability to retain management and key employees;
restructurings by competitors; the effects of terrorist attacks; competitive
conditions in the airline industry; and other risks and uncertainties contained
in Delta’s Securities and Exchange Commission filings, including its Form 10-K
filed on March 27, 2006 and its Form 10-Q filed on November 9,
2006.
Other
Important Notes
The
risks
and uncertainties and the terms of any reorganization plan ultimately confirmed
can affect the value of our various pre-petition liabilities, common stock
and/or other securities. No assurance can be given as to what values, if any,
will be ascribed in the bankruptcy proceedings to each of these liabilities
or
securities.
We
believe that our currently outstanding common stock will have no value and
will
be canceled under the Plan or under any plan of reorganization, and that the
value of our various pre-petition liabilities and other securities is highly
speculative. Accordingly, we urge that caution be exercised with respect to
existing and future investments in any of these liabilities and/or securities.
Investors
and other interested parties can obtain information about Delta’s Chapter 11
filing on the Internet at www.delta.com/restructure. Court filings and claims
information are available at www.deltadocket.com. Caution should be taken not
to
place undue reliance on Delta’s forward-looking statements, which represent
Delta’s views only as of February 7, 2007, and which Delta has no current
intention to update.
None
of
the statements in this report are a solicitation of votes for or against the
Plan or any plan of reorganization. Any such solicitation will only be made
through the Disclosure Statement. The Plan will become effective only if it
receives the requisite claimholder approval and is confirmed by the Bankruptcy
Court.
In
accordance with general instruction B.2 of Form 8−K, the information in this
report (including exhibits) that is being furnished pursuant to Item 7.01 of
Form 8−K shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act, as amended, or otherwise subject to liabilities of
that
section, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth in such
filing. This report will not be deemed an admission as to the materiality of
any
information in the report that is required to be disclosed solely by Regulation
FD.
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
99.1 |
Disclosure
Statement for Debtors’ Joint Plan of Reorganization Under Chapter 11
of the Bankruptcy Code
|
|
Exhibit
99.2 |
Debtors’
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy
Code
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
DELTA
AIR LINES, INC.
|
|
|
|
By:
/s/ Edward H.
Bastian
|
Date:
February 8, 2007
|
Edward
H. Bastian
Executive
Vice President and Chief Financial
Officer
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
|
|
Exhibit
99.1
|
|
Disclosure
Statement for Debtors’ Joint Plan of Reorganization Under Chapter 11
of the Bankruptcy Code
|
Exhibit
99.2
|
|
Debtors’
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy
Code
|
5