UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): August 19, 2005
(Exact name of registrant as specified in its charter)
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Delaware
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001-05424
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58-0218548 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
P.O. Box 20706, Atlanta, Georgia 30320-6001
(Address of principal executive offices)
Registrants telephone number, including area code: (404) 715-2600
Registrants Web site address: www.delta.com
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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 8.01 Other Events.
On August 19,
2005, we and our existing
Visa/MasterCard processor entered into an amendment (Amendment) to our current Visa/MasterCard
processing contract to extend the term of that contract beyond its August 29, 2005 expiration date.
The Amendment (1) permits us to extend the term of our processing contract for periods up to and
including October 31, 2005 and (2) allows the existing
processor to establish a holdback for a specified
percentage (beginning at 50%) of our Visa/MasterCard receivables for tickets sold beginning August
15, 2005, with the percentage of the holdback increasing based on the length of the extension of
the processing contract. We currently estimate the holdback at October 31, 2005 would be
approximately $625 million if we elect to extend the existing processing contract to that date.
The Amendment further provides that substantially all of the holdback will be released upon any
replacement of the existing processor with a new Visa/MasterCard processor to fund the cash reserve that would be
required by such new processor, with substantially all of any excess not so required to be returned
to us. For additional information regarding our credit card processing contracts, see Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations Business
Environment Liquidity Credit Card Processing Contracts in our Form 10-Q for the quarterly
period ended June 30, 2005.