delta_425-082508.htm
Filed by
Delta Air Lines, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
of the
Securities Exchange Act of 1934, as amended
Subject
Company: Northwest Airlines Corporation
Commission
File No.: 1-15285
On
August 25, 2008, Delta Air Lines, Inc. posted the following communication on its
employee intranet website.
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Make
sure your vote counts: proxy statements on the way
We have
mailed proxy statements to all Delta stockholders for a special meeting of
stockholders related to our merger with Northwest Airlines. If you were a Delta
stockholder as of July 29, you are eligible to vote on the two proposals
outlined in the proxy statement, so be on the lookout for these materials in
your e-mail or your home mailbox.
We’re
encouraging you to review the proxy statement, because it contains important
information about the merger, and to vote your shares as soon as
possible. The proxy statement provides detailed instructions on how to cast
your vote online, by telephone or by mail. If you vote online, you can also help
protect the environment and reduce costs by signing up to receive stockholder
communications electronically in the future.
The proxy
statement includes information about two merger-related proposals: the first
asks stockholders to approve the issuance of Delta stock to Northwest
stockholders in exchange for their Northwest stock; and the second asks
stockholders to vote in favor of amending Delta’s broad-based employee equity
plan to allow a distribution of equity to substantially all U.S. based Delta and
Northwest employees shortly after the merger closes.
If the
proposals are approved, shortly after the merger closes, eligible non-management
employees will receive shares of Delta common stock that they may hold or sell
without restriction. International employees will not receive stock, but will
receive other awards instead.
“This is
a prime example of the Delta Difference: ensuring that both Delta and Northwest
employees begin sharing in the benefits of the merger from the beginning,” said
Mike Campbell, e.v.p.-HR, Labor and Communications. “We make Delta a great
airline by making Delta a great place to work. By distributing unrestricted
equity to our employees we’re making good on a longstanding commitment that all
Delta people will share in the success their hard work makes
possible.”
Note: In
connection with the proposed merger, Delta has filed with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4 (No.
333-151060), as amended, that includes a joint proxy statement of Delta and
Northwest, dated August 8, 2008, that also constitutes a prospectus of Delta.
Delta and Northwest urge
investors and security holders to read the joint proxy statement/prospectus
regarding the proposed merger because it contains important information.
You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC’s website (www.sec.gov). You may also
obtain these documents, free of charge, from Delta’s website (www.delta.com)
under the tab “About Delta” and then under the heading “Investor Relations” and
then under the item “SEC Filings.” You may also obtain these documents, free of
charge, from Northwest’s website (www.nwa.com) under the tab “About Northwest”
and then under the heading “Investor Relations” and then under the item “SEC
Filings and Section 16 Filings.”