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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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NORTHWEST AIRLINES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4205287
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(Address, including zip code, of Registrant's principal executive office)
Northwest Airlines Corporation
1999 Stock Incentive Plan
(Full title of the Plan)
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DOUGLAS M. STEENLAND, ESQ.
EXECUTIVE VICE PRESIDENT-ALLIANCES, GENERAL COUNSEL AND SECRETARY
NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(612) 727-6500
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service)
COPIES TO:
WILSON S. NEELY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities to Amount to Offering Price Aggregate Amount of
be Registered be Registered Per Share(a) Offering Price(a) Registration Fee(a)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share(b) . . . . . . . . . . . . 3,000,000 $26.81 $80,430,000 $22,359.54
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(a) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis of
the average of the high and low prices per share of Common Stock as
reported on the Nasdaq National Market on April 7, 1999.
(b) Includes Preferred Share Purchase Rights which prior to the occurrence of
certain events will not be exercisable or evidenced separately from the
Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed by Northwest Airlines
Corporation (the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by
reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998; and
(b) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A/A, dated as of April
30, 1998, the description of rights to purchase the Company's
Series D Junior Participating Preferred Stock contained in the
Company's Registration Statement on Form 8-A/A, dated as of
November 20, 1998, and any amendment or report filed pursuant to
Section 12 of the Exchange Act for the purpose of updating those
descriptions.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement. The
Company's Exchange Act file number is 0-23642.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent or such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably, incurred.
In accordance with Section 102(b)(7) of the Delaware Law, the Second
Amended and Restated Certificate of Incorporation of the Company provides
that the directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for violation of their
fiduciary duty.
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Article VIII of the bylaws, as amended, of the Company provides for
indemnification of the officers and directors of the Company to the full
extent permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not required.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
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<C> <S>
4.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 4.1 to the Registration Statement on Form S-3, File No.
333-69655 (the "S-3"), and incorporated herein by reference.
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 4.2 to
the S-3 and incorporated herein by reference).
4.3 Certificate of Designation of Series D Junior Participating Preferred
Stock of the Company (included in Exhibit 4.1).
23 Consent of Ernst & Young LLP
24 Power of Attorney (included in Part II of this Registration Statement)
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in response to Item 15, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as
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expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Eagan, State of Minnesota, on this
8th day of April, 1999.
NORTHWEST AIRLINES CORPORATION
(Registrant)
By /s/ Douglas M. Steenland
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Douglas M. Steenland
Executive Vice President-Alliances,
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Douglas M. Steenland and Mickey P.
Foret and each of them individually, his true and lawful agent, proxy and
attorney-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to (i) act on,
sign and file with the Securities and Exchange Commission any and all
amendments (including posteffective amendments) to this Registration
Statement together with all schedules and exhibits thereto, (ii) act on, sign
and file with the Securities and Exchange Commission any registration
statement relating to this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, (iii)
act on, sign and file with the Securities and Exchange Commission any
exhibits to this Registration Statement or any such registration statement or
amendments (including post-effective amendments), (iv) act on, sign and file
such certificates, instruments, agreements and other documents as may be
necessary or appropriate in connection therewith, (v) act on and file any
supplement to any prospectus included in this Registration Statement or any
such registration statement or amendment and (vi) take any and all actions
which may be necessary, or appropriate in connection therewith, granting unto
such agents, proxies and attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as
he might or could do in person, hereby approving, ratifying and confirming
all that such agents, proxies and attorneys-in-fact, any of them or any of
his or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ John H. Dasburg President, Chief Executive Officer and April 8, 1999
--------------------------- Director (Principal Executive Officer)
John H. Dasburg
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Mickey P. Foret Executive Vice President and Chief April 8, 1999
--------------------------- Financial Officer (Principal Financial
Mickey P. Foret Officer)
/s/ Rolf S. Andresen Vice President-Finance and Chief April 8, 1999
--------------------------- Accounting Officer (Principal Accounting
Rolf S. Andresen Officer)
/s/ Gary L. Wilson Chairman of the Board of Directors April 8, 1999
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Gary L. Wilson
/s/ Richard C. Blum Director April 8, 1999
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Richard C. Blum
/s/ Elaine L. Chao Director April 8, 1999
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Elaine L. Chao
/s/ Alfred A. Checchi Director April 8, 1999
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Alfred A. Checchi
/s/ Doris Kearns Goodwin Director April 8, 1999
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Doris Kearns Goodwin
/s/ Marvin L. Griswold Director April 8, 1999
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Marvin L. Griswold
/s/ Dennis F. Hightower Director April 8, 1999
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Dennis F. Hightower
/s/ George J. Kourpias Director April 8, 1999
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George J. Kourpias
/s/ Frederic V. Malek Director April 8, 1999
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Frederic V. Malek
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Walter F. Mondale Director April 8, 1999
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Walter F. Mondale
/s/ V.A. Ravindran Director April 8, 1999
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V.A. Ravindran
/s/ Michael G. Ristow Director April 8, 1999
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Michael G. Ristow
/s/ Leo M. van Wijk Director April 8, 1999
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Leo M. van Wijk
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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<C> <S> <C>
4.1 Restated Certificate of Incorporation of the
Company (filed as Exhibit 4.1 to the Registration
Statement on Form S-3, File No. 333-69655 (the "S-
3"), and incorporated herein by reference.
4.2 Amended and Restated Bylaws of the Company (filed
as Exhibit 4.2 to the S-3 and incorporated herein
by reference).
4.3 Certificate of Designation of Series D Junior
Participating Preferred Stock of the Company
(included in Exhibit 4.1)
23 Consent of Ernst & Young LLP
24 Power of Attorney (included in Part II of this
Registration Statement)
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Northwest Airlines Corporation 1999 Stock
Incentive Plan of our report dated January 18,1999, with respect to the
consolidated financial statements and schedule of Northwest Airlines
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
April 6, 1999
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