<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1999
REGISTRATION NO. 333-69655
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
NORTHWEST AIRLINES CORPORATION
(FORMERLY NEWBRIDGE PARENT CORPORATION)
(Exact name of registrant as specified in its charter)
------------------------------
<TABLE>
<CAPTION>
DELAWARE 41-1905580
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(612) 726-2111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------
DOUGLAS M. STEENLAND, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(612) 726-2111
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------------
COPIES TO:
ROBERT L. FRIEDMAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement number of the earlier effective registration
statement for the same offering. / / __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
Subject to Completion, dated February 11, 1999
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL A REGISTRATION
STATEMENT COVERING THESE SECURITIES IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
NORTHWEST AIRLINES CORPORATION
2,631,784 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
--------------
This Prospectus relates to the 2,631,784 shares of Common Stock of Northwest
Airlines Corporation to be sold from time to time by and for the account of the
Selling Stockholders named in this Prospectus.
Northwest Airlines Corporation will not receive any of the proceeds from the
sale of the Common Stock offered by the Selling Stockholders.
In addition to acquiring Common Stock, each purchaser of Common Stock will
acquire one Right to purchase one one-hundredth of a share of Series D Junior
Participating Preferred Stock for each share of Common Stock purchased. This
Right is exercisable in certain circumstances which may arise in connection with
a hostile takeover attempt, but prior to the occurrence of such event, this
Right will not be exercisable or evidenced separately from the Common Stock.
The Common Stock of Northwest Airlines Corporation is quoted on the Nasdaq
National Market under the symbol "NWAC". On February 10, 1999, the closing price
of the Common Stock was $23.50 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is February 11, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
About this Prospectus.................................................................. 2
Where You Can Find More Information.................................................... 2
The Company............................................................................ 4
Use of Proceeds........................................................................ 4
Selling Stockholders................................................................... 4
Description of NWA Corp. Capital Stock................................................. 5
Plan of Distribution................................................................... 11
Legal Matters.......................................................................... 13
Experts................................................................................ 13
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus ("Prospectus") is part of a registration statement (the
"Registration Statement") that we filed with the Securities and Exchange
Commission (the "Commission") utilizing a "shelf" registration process. Under
this shelf registration process, the selling stockholders named herein (the
"Selling Stockholders") may sell up to an aggregate of 2,631,784 shares of the
Common Stock, par value $0.01 per share (the "Common Stock"), of Northwest
Airlines Corporation ("NWA Corp.") described in this Prospectus in one or more
offerings. This Prospectus provides you with a general description of NWA Corp.
and the Common Stock to be offered by the Selling Stockholders. From time to
time, we may provide a prospectus supplement that will contain specific
information about the terms of certain offerings by the Selling Stockholders. A
prospectus supplement may also add, update or change information contained in
this Prospectus. You should read both this Prospectus and any prospectus
supplement together with additional information described under the next heading
"Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Commission. You can inspect and copy any document filed by
us or our predecessor corporation, Northwest Airlines Holdings Corporation,
which was formerly known as Northwest Airlines Corporation ("Old NWA Corp."), at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the operation of such public reference
room. Our Commission filings are also available on the Commission's Website at
"http://www.sec.gov."
The Commission allows us to "incorporate by reference" information from
other documents that we file with them, which means that we can disclose
important information by referring to those documents. The information
incorporated by reference is an important part of this Prospectus, and
information that we file later with the Commission will automatically update and
supersede this information. We incorporate by reference the following documents
filed by Old NWA Corp. and NWA Corp. pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"):
- Annual Report of Old NWA Corp. on Form 10-K for the fiscal year ended
December 31, 1997, as amended;
- Quarterly Reports of Old NWA Corp. on Form 10-Q for the fiscal quarters
ended March 31, 1998, June 30, 1998, and September 30, 1998;
- Current Reports of Old NWA Corp. on Form 8-K dated as of January 25, 1998,
February 19, 1998, March 2, 1998, April 3, 1998, June 25, 1998 and August
28, 1998 and Current Reports of NWA Corp. on Form 8-K dated as of November
20, 1998 and January 22, 1999; and
2
<PAGE>
- all documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made by this Prospectus.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Northwest Airlines Corporation
Attn: Secretary
Department A1180
5101 Northwest Drive
St. Paul, Minnesota 55111
(612) 726-2111
You should rely only on the information contained in this document or that
we have referred to you. We have not authorized anyone else to provide you with
different information.
3
<PAGE>
THE COMPANY
NWA Corp. is the indirect parent corporation of Northwest Airlines, Inc.
("Northwest"). Northwest operates the world's fourth largest airline (as
measured by 1997 revenue passenger miles ("RPMs")) and is engaged principally in
commercial transportation of passengers and cargo. Northwest's business focuses
on development of a global airline network through its domestic hubs at Detroit,
Minneapolis/St. Paul and Memphis, an extensive Pacific route system with hubs at
Tokyo and Osaka, a trans-Atlantic alliance with KLM Royal Dutch Airlines
("KLM"), which operates through a hub in Amsterdam and a global alliance with
Continental Airlines, Inc. ("Continental").
Northwest operates substantial domestic and international route networks and
directly serves more than 150 cities in 21 countries on the continents of North
America, Asia and Europe. Northwest had more than 50.5 million enplanements and
flew over 66.7 billion RPMs in 1998.
NWA Corp. was incorporated in Delaware in 1998. NWA Corp.'s principal
executive offices are located at 2700 Lone Oak Parkway, Eagan, Minnesota 55121,
and our telephone number is (612) 726-2111.
HOLDING COMPANY REORGANIZATION
NWA Corp. succeeded Old NWA Corp. in a holding company reorganization
effected on November 20, 1998 (the "Closing Date"). As a result of this
reorganization, Old NWA Corp., which was at that time the publicly traded
holding company, became a direct wholly-owned subsidiary of the new holding
company NWA Corp., and NWA Corp. became the publicly traded holding company,
which owns directly Old NWA Corp. and indirectly the holding and operating
subsidiaries of Old NWA Corp. Pursuant to the reorganization, each share of
Common Stock, par value $.01 per share, and Series C Preferred Stock, par value
$.01 per share, of Old NWA Corp. was converted into one share of Common stock,
par value $.01 per share, and Series C Preferred Stock par value $.01 per share,
respectively, of NWA Corp. with the same rights and privileges as such shares of
Old NWA Corp.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Common Stock
offered by the Selling Stockholders.
SELLING STOCKHOLDERS
The Common Stock to which this Prospectus relates is being offered by the
Selling Stockholders. NWA Corp., Old NWA Corp., Air Partners, L.P., a Texas
limited partnership (the "Partnership"), the partners of the Partnership
signatory thereto (the "Partners"), 1998 CAI Partners, L.P., a Texas limited
partnership, Bonderman Family Limited Partnership, a Texas limited partnership
("Transferor I"), 1992 Air, Inc., a Texas corporation ("Transferor II"), and Air
Saipan, Inc., a corporation organized under the laws of the Commonwealth of the
Northern Marianas Islands ("Transferor III", and, collectively with "Transferor
I" and "Transferor II", the "Transferors") are parties to an Investment
Agreement dated as of January 25, 1998, as amended by Amendment No. 1 dated as
of February 27, 1998 and Amendment No. 2 dated as of November 20, 1998 (as
amended, the "Investment Agreement"). Pursuant to the Investment Agreement, on
the Closing Date, NWA Corp. and Old NWA Corp. acquired from the Partners the
interests in the Partnership held by them and from the Transferors the shares of
Class A Common Stock, par value $.01 per share of Continental ("Continental
Class A Common Stock") owned by them, in exchange for shares of Common Stock and
cash (the "Exchange"). An aggregate of 2,631,784 shares of Common Stock were
issued to the Selling Stockholders in the Exchange (the "Offered Shares"), and
all such shares are being offered hereby. For a description of certain
restrictions on sales by the Selling Stockholders, see "Plan of
Distribution--Certain Restrictions on Sales by the Selling Stockholders".
4
<PAGE>
The following table states the number of shares of the outstanding Common
Stock owned by each Selling Stockholder as of the Closing Date, the number of
such shares which may be sold for the account of each Selling Stockholder, and
the number of such shares that will be owned by each Selling Stockholder
assuming the sale of all the Offered Shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES
OF COMMON STOCK OF COMMON STOCK OF COMMON STOCK
SELLING STOCKHOLDER OWNED TO BE SOLD OWNED AFTER SALE
- --------------------------------------------------------- ----------------- ----------------- -----------------------
<S> <C> <C> <C>
David Bonderman.......................................... 308,736 308,736 0
Bonderman Family Limited Partnership..................... 104,363 104,363 0
Lectair Partners......................................... 483,333 483,333 0
Eli Broad................................................ 179,011 179,011 0
Donald Sturm............................................. 447,533 447,533 0
1992 Air GP.............................................. 1,108,808 1,108,808 0
</TABLE>
DESCRIPTION OF NWA CORP. CAPITAL STOCK
The summary of the terms of the capital stock of NWA Corp. set forth below
is not intended to be complete and is qualified by reference to the restated
certificate of incorporation, as amended, of NWA Corp. (the "NWA Corp. Charter")
and the restated bylaws of NWA Corp. (the "NWA Corp. Bylaws"), copies of which
have been filed as exhibits to the Registration Statement. References to "Common
Stock" and "Series C Preferred Stock" (as defined below) for time periods prior
to November 20, 1998, refer to the Common Stock and Series C Preferred Stock of
Old NWA Corp. See "The Company--Holding Company Reorganization."
AUTHORIZED CAPITAL STOCK
Under the NWA Corp. Charter, NWA Corp.'s authorized capital stock consists
of 315,000,000 shares of Common Stock, and 45,020,000 shares of preferred stock,
par value $0.01 per share (the "Preferred Stock"). Of such authorized shares of
Preferred Stock, 25,000,000 shares have been designated Series C Preferred
Stock, par value $0.01 per share (the "Series C Preferred Stock"), 3,000,000
shares have been designated Series D Junior Participating Preferred Stock, par
value $0.01 per share (the "Series D Junior Participating Preferred Stock"), and
17,020,000 shares are undesignated.
There are currently no shares of Series D Junior Participating Preferred
Stock outstanding. The Series D Junior Participating Preferred Stock is issuable
upon exercise of Preferred Share Purchase Rights (the "Rights"). Each share of
Common Stock has one Right attached thereto.
The Preferred Stock has preference over the Common Stock with respect to the
payment of dividends and the distribution of assets in the event of a
liquidation or dissolution of NWA Corp. In addition, the Board of Directors of
NWA Corp. has the authority to issue additional shares of Preferred Stock in one
or more series and to fix the voting and other powers, designations, dividends,
preferences and relative, participating, optional, conversion, exchange,
redemption and other special rights and qualifications, limitations or
restrictions thereon of any such series of Preferred Stock.
NWA CORP. COMMON STOCK
As of December 31, 1998, 83,958,206 shares of Common Stock were issued and
outstanding.
Each share of Common Stock is entitled to one vote at all meetings of
stockholders of NWA Corp. for the election of directors (other than directors
elected by holders of the Series C Preferred Stock) and all matters submitted to
stockholder vote.
Holders of the Common Stock participate equally as to any dividends or other
distributions, including dividends payable in shares of Common Stock (or
securities having rights to acquire Common Stock).
5
<PAGE>
Upon any liquidation, dissolution or winding up of NWA Corp., holders of the
Common Stock are entitled to share equally and ratably in the assets of NWA
Corp., if any, remaining after the payment of all debts and liabilities of NWA
Corp. and the liquidation preference of any outstanding Preferred Stock. Holders
of Common Stock have no preemptive, subscription or redemption rights and are
not subject to further calls or assessments. Holders of Common Stock have no
right to cumulate their votes in the election of directors. The outstanding
shares of Common Stock are duly authorized, validly issued, fully paid and
nonassessable. The Common Stock is quoted on the Nasdaq National Market.
NWA CORP. PREFERRED STOCK
SERIES C PREFERRED STOCK
As of December 31, 1998, 5,622,733 shares of Series C Preferred Stock were
issued and outstanding.
CONVERSION RIGHTS
Each share of Series C Preferred Stock is convertible at any time at the
option of the holder thereof into 1.364 shares of Common Stock.
Each share of Series C Preferred Stock automatically converts into 1.364
shares of the Common Stock upon the sale, transfer, exchange or other
disposition of record or beneficial ownership of such share to (or with) any
person who is not an employee trust or other "Qualified Holder" (a
"Non-Qualified Sale").
PUT RIGHT
During the 60-day period ending ten years after August 1, 1993 (the "Put
Date"), the employee trusts and other "Qualified Holders" of the Series C
Preferred Stock (generally consisting of current and former NWA Corp. employees
and their spouses, children and heirs) will have the right to put such stock to
NWA Corp. Prior to the commencement of such 60-day period, NWA Corp. will have
the right to elect either of the following:
(i) to repurchase such Series C Preferred Stock with cash equal to the Put
Price (defined below) or with shares of Common Stock having an aggregate
trading value (based on the average closing prices for Common Stock
during the 30-day period ending on the Put Date) equal to the Put Price;
or
(ii) to permit the relevant trust or Qualified Holder either (A) to receive
the number of shares of Common Stock into which such Series C Preferred
Stock would otherwise then be convertible plus the "Excess Amount" (as
defined below) in cash, or (B) to have such number of shares of Common
Stock otherwise issuable upon conversion sold by NWA Corp., whereupon
the relevant trust or Qualified Holder would receive in cash the
proceeds realized upon such sale plus the Excess Amount.
Notwithstanding the foregoing, any election by NWA Corp. to provide those
exercising put rights with shares of Common Stock in lieu of cash (as described
in clause (i) of the preceding paragraph) would require the approval of a
majority of the Series C Directors (such directors being described under "Voting
Rights" below). Any decision by NWA Corp. not to repurchase any shares of Series
C Preferred Stock as described above requires the consent of a majority of the
Series C Directors.
The "Put Price" in 2003 of the Series C Preferred Stock will be equal to a
pro rata portion of the actual savings resulting from labor cost savings
agreements entered into in 1993 ($263.7 million as of December 31, 1998). The
actual labor cost savings is calculated as the excess of the amount NWA Corp.
would have paid its employees in basic hourly wages during the period covered by
the labor cost savings absent the labor cost savings over the amount actually
paid, together with certain savings in respect of reduced vacation accruals and
certain work rule changes.
6
<PAGE>
The "Excess Amount" for each share of Series C Preferred Stock as to which
the put right is exercised (which Excess Amount may be payable when NWA Corp.
has elected the mechanism described in clause (ii) of the third preceding
paragraph) is equal to the excess of (i) the Put Price over (ii) the specified
market price per share of the Common Stock received pursuant to such clause
(ii), multiplied by the number of shares of Common Stock into which one share of
Series C Preferred Stock may then be converted.
In the event NWA Corp. fails to fulfill its mandatory redemption obligations
as described above, on a quarterly basis thereafter NWA Corp. must use all cash
held by NWA Corp. (or available under revolving credit agreements) in excess of
all the requirements within one year of such determination date ("Available
Cash") to make partial pro rata redemptions, provided such redemptions are not
prohibited under applicable credit agreements. Cash held by NWA Corp.'s
subsidiaries will be included in the calculation of Available Cash only to the
extent such cash is made available to NWA Corp. pursuant to applicable law or
any loan agreements or instruments to which NWA Corp. or any of its subsidiaries
is a party or is subject.
DIVIDENDS
The "Dividend Date" for the Series C Preferred Stock is August 1 of each
year. If the Common Stock is listed on the New York or American Stock Exchange
or quoted on the Nasdaq National Market on the business day preceding a Dividend
Date, no dividend will accrue on the Series C Preferred Stock in respect of the
year then ended. If the Common Stock is not so listed or quoted on such business
day, on the following Dividend Date each share of Series C Preferred Stock will
accrue a cumulative dividend for the year then ended equal to 5% of (i) the
actual labor cost savings realized by NWA Corp. from August 1, 1993 to such
Dividend Date plus the aggregate amount of previously accrued dividends on such
Series C Preferred Stock, divided by (ii) the total number of shares of Series C
Preferred Stock issued by NWA Corp. Because the Common Stock is approved for
quotation on the Nasdaq National Market, no dividends have accrued on the Series
C Preferred Stock.
In the event NWA Corp. fails to fulfill its mandatory redemption obligations
described above, as of the Put Date the Series C Preferred Stock will begin to
accrue a cumulative dividend payable quarterly at a rate equal to the greater of
12% per annum or the highest default dividend rate then payable on any series of
Preferred Stock of NWA Corp.
VOTING RIGHTS
The Series C Preferred Stock votes with the Common Stock on all matters
submitted to stockholders for a vote, except with respect to the election of
directors. When voting with the Common Stock, each share of Series C Preferred
Stock has a number of votes equal to 1.364.
With respect to the election of directors, the Series C Preferred Stock
voting as a separate class is entitled to elect a slate of three Series C
Directors, one of whom is to be nominated by the International Brotherhood of
Teamsters, Chauffeurs, Warehousemen and Helpers of America ("IBT"), one by the
International Association of Machinists and Aerospace Workers ("IAM") and one by
the Northwest Master Executive Council (the "Northwest MEC") of the Air Line
Pilots Association, International ("ALPA"). Until July 31, 2003, the number of
Series C Directors will be the greater of three or the number that represents at
least 15% of NWA Corp.'s directors.
In the event NWA Corp. fails to fulfill its mandatory redemption obligation
described above, the number of Series C Directors will be increased to the
greater of (i) three more than the number of Series C Directors then serving on
NWA Corp.'s Board, and (ii) the number of directors that would cause the
proportion of Series C Directors to the total number of directors to be equal to
the proportion of the total voting power of all shares of Series C Preferred
Stock then outstanding to the total voting power of all shares of all voting
capital stock of NWA Corp. then outstanding.
7
<PAGE>
If the holders of Series C Preferred Stock are entitled to elect more than
three directors, the Northwest MEC, the IBT and the IAM will each be entitled to
nominate one-third of the Series C Directors, and if the total number of Series
C Directors is not a multiple of three, any remaining Series C Directors will be
nominated by a unanimous vote of the existing Series C Directors designated by
these three unions.
Holders of Series C Preferred Stock are not entitled to vote such stock for
the election of any directors other than the Series C Directors. The entitlement
of the holders of Series C Preferred Stock to elect the Series C Directors will
expire on the first date on which no shares of Series C Preferred Stock are
outstanding, whether as a result of conversions, exchanges, repurchases or
redemptions.
OPTIONAL REDEMPTION
NWA Corp. may redeem the Series C Preferred Stock in whole or in part at the
Put Price at any time on 60 days' prior notice. Notwithstanding NWA Corp.'s
right to redeem the Series C Preferred Stock in whole, until August 1, 2003,
each trust may retain one share of Series C Preferred Stock for purposes of
exercising the right to elect Series C Directors, as described above.
LIQUIDATION PREFERENCE
The Series C Preferred Stock has a liquidation preference per share equal to
the Put Price. The issuance by NWA Corp. of a new series of Preferred Stock that
ranks, as to both preference in liquidation and bankruptcy and the receipt of
dividends and repayment, senior to or PARI PASSU with the Series C Preferred
Stock, does not require the consent of the holders of the Series C Preferred
Stock.
SERIES D JUNIOR PARTICIPATING PREFERRED STOCK
On November 20, 1998, the Board of Directors of NWA Corp. authorized and
declared a dividend of one right ("Right") for each outstanding share of Common
Stock. The dividend is payable to the stockholders of record as of the Effective
Time of the Merger (the "Record Date"). Each Right entitles the registered
holder to purchase from NWA Corp. one one-hundredth of a share of Series D
Junior Participating Preferred Stock at a price of $150 per one one-hundredth of
a share of Series D Junior Participating Preferred Stock (as the same may be
adjusted, the "Purchase Price"). The description and terms of the Rights are set
forth in a Rights Agreement dated as of November 20, 1998, as the same may be
amended from time to time (the "Rights Agreement"), between NWA Corp. and
Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") have acquired Beneficial Ownership (as such term is defined in the
Rights Agreement) of a number of shares of Common Stock equal to 19% or more
(25% or more in the case of certain Institutional Investors (as such term is
defined in the Rights Agreement)) of the number of the shares of Common Stock
then issued and outstanding; PROVIDED, HOWEVER, that if a person or group would
be deemed an Acquiring Person upon the adoption of the Rights Agreement, such
person or group will not be deemed an "Acquiring Person" for any purposes of the
Rights Agreement unless and until such person or group acquires Beneficial
Ownership of any additional shares of Common Stock after the date of the
adoption of the Rights Agreement unless upon the consummation of the acquisition
of such additional shares of Common Stock such person or group does not
beneficially own a number of shares of Common Stock equal to 19% or more (25% or
more in the case of certain Institutional Investors) of the number of the shares
of Common Stock then issued and outstanding or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors of NWA Corp.
prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of a number of shares of Common
Stock equal to
8
<PAGE>
19% or more of the number of shares of Common Stock then issued and outstanding
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the certificates for shares of Common
Stock outstanding as of the Record Date, by such certificate together with a
copy of the Summary of Rights sent to the holders of the shares of Common Stock
as of the Record Date. The phrase "then outstanding", when used with reference
to a person or group's Beneficial Ownership of shares of Common Stock, means the
number of shares of Common Stock then issued and outstanding together with the
sum of (i) all the shares of Common Stock issuable upon conversion of all the
shares of Series C Preferred Stock issued and outstanding as of the date of the
Rights Agreement, (ii) all the shares of Common Stock issuable upon the exercise
of all employee stock options then issued and outstanding as of November 16,
1995 and (iii) any other shares of Common Stock not then actually issued and
outstanding but which such person or group would be deemed to beneficially own
thereunder (together, the "outstanding Common Stock")
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the shares of Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuances of Common Stock (including
pursuant to the conversion of Series C Preferred Stock) will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for Common Stock outstanding as of the Record Date, even
without such notation or a copy of the Summary of Rights, will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on November 16, 2005 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by NWA Corp., in each case as described below.
The Purchase Price payable, and the number of shares of Series D Junior
Participating Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Series D Junior Participating Preferred Stock, (ii)
upon the grant to holders of the Series D Junior Participating Preferred Stock
of certain rights or warrants to subscribe for or purchase Series D Junior
Participating Preferred Stock at a price, or securities convertible into Series
D Junior Participating Preferred Stock with a conversion price, less than the
then-current market price of the Series D Junior Participating Preferred Stock
or (iii) upon the distribution to holders of the Series D Junior Participating
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in Series D Junior Participating
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights are also subject to adjustment in the event
of a stock split of the Common Stock or a stock dividend on the Common Stock
payable in Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
Shares of Series D Junior Participating Preferred Stock purchasable upon
exercise of the Rights will not be redeemable. Each share of Series D Junior
Participating Preferred Stock will be entitled, when, as and if declared, to a
minimum preferential quarterly dividend payment of $1 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared per share
of Common Stock. In the event of liquidation, the holders of the Series D Junior
Participating Preferred Stock will be entitled to a minimum preferential
liquidation payment of $100 per share (plus any accrued but unpaid dividends)
but will be
9
<PAGE>
entitled to an aggregate payment of 100 times the payment made per share of
Common Stock. Each share of Series D Junior Participating Preferred Stock will
have 100 votes, voting together with the Common Stock. Finally, in the event of
any merger, consolidation or other transaction in which shares of Common Stock
are converted or exchanged, each share of Series D Junior Participating
Preferred Stock will be entitled to receive 100 times the amount received per
share of Common Stock. These rights are protected by customary antidilution
provisions.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the then
current exercise price of the Right, that number of shares of Common Stock (or
one one-hundredths of a share of Series D Junior Participating Preferred Stock)
having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring Person,
NWA Corp. is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the person with whom NWA Corp. has engaged in the foregoing transaction (or its
publicly traded parent), which number of shares at the time of such transaction
will have a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of beneficial ownership of a number
of shares of Common Stock equal to 50% or more of the number of shares of
outstanding Common Stock, the Board of Directors of NWA Corp. may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or one one-hundredth of a share of Series D Junior Participating Preferred Stock
(or of a share of a class or series of NWA Corp.'s preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Series D Junior Participating
Preferred Stock will be issued (other than fractions which are integral
multiples of one one-hundredth of a share of Series D Junior Participating
Preferred Stock, which may, at the election of NWA Corp., be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Series D Junior Participating Preferred Stock
on the last trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board of
Directors of NWA Corp. may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, NWA Corp. may, except with
respect to the Redemption Price, amend the Rights in any manner. After the
Rights are no longer redeemable NWA Corp. may, except with respect to the
Redemption Price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of NWA Corp., including, without limitation, the right to vote
or to receive dividends.
A copy of the Rights Agreement is available free of charge from NWA Corp.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the
10
<PAGE>
Rights Agreement, as the same may be amended from time to time, which is hereby
incorporated herein by reference.
TRANSFER AGENT AND REGISTRAR
Norwest Bank Minnesota, National Association is the transfer agent and
registrar for the Common Stock.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised us that they may distribute the
Offered Shares from time to time in one or more transactions (which may involve
block transactions):
(i) on the Nasdaq National Market or such other quotation system or national
security exchanges on which NWA Corp.'s Common Stock is quoted or
listed, in transactions that may include special offerings and exchange
distributions pursuant to and in accordance with the rules of such
exchanges,
(ii) in the over-the-counter market, or
(iii) in transactions otherwise than on such exchanges or in the
over-the-counter market, or in a combination of any such transactions.
The Selling Stockholders may effect such transactions at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Selling Stockholders may
effect such transactions by selling the Offered Shares to or through
broker-dealers and such broker-dealers will receive compensation in the form of
discounts or commissions from the Selling Stockholders and may receive
commissions from the purchasers of the Offered Shares for whom they may act as
agent (which discounts or commissions from the Selling Stockholders or such
purchasers will not exceed those customary in the type of transactions
involved).
Any broker-dealers that participate with the Selling Stockholders in the
distribution of the Offered Shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions or discounts received by such broker-dealers and any profit on
the resale of the Offered Shares by such broker-dealers might be deemed to be
underwriting discounts and commissions under such act.
Upon our being notified by any Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of any of
the Offered Shares through a secondary distribution, or a purchase by a broker
or dealer, a supplemented prospectus will be filed, if required, pursuant to
Rule 424(b) under the Securities Act, disclosing the following:
(a) the names of such broker-dealers;
(b) the number of shares involved;
(c) the price at which such shares are being sold;
(d) the commission paid or the discounts or concessions allowed to such
broker-dealers;
(e) where applicable, that such broker-dealers did not conduct any
investigation to verify the information set out or incorporated by
reference in this Prospectus, as supplemented; and
(f) other facts material to the transaction.
11
<PAGE>
CERTAIN RESTRICTIONS ON SALES BY THE SELLING STOCKHOLDERS
Under the Investment Agreement, the Selling Stockholders have agreed, among
other things, that until the earlier of (i) the date that is two years after the
Closing Date and (ii) such time as NWA Corp. has failed to ensure that a
designee of 1992 Air, Inc. is elected to the Board of Directors of NWA Corp.
when the right of 1992 Air, Inc. to designate a director to the Board of
Directors of NWA Corp. (A) remains in effect, (B) has been terminated by virtue
of a written instrument executed by 1992 Air, Inc. or its assignee and NWA Corp.
in connection with an order, ruling, decision, judgment, consent decree or other
decree of a court or Governmental Authority (a "Government Order"), or (C) would
violate a Government Order, each of the Selling Stockholders will not, directly
or indirectly, offer, sell, transfer, tender, pledge or encumber, assign or
otherwise dispose of any Offered Shares other than in connection with bona fide
pledges of such Offered Shares to secure bona fide borrowings or in connection
with bona fide hedging transactions executed by registered broker-dealers;
PROVIDED, HOWEVER, that the Selling Stockholders will be permitted to offer,
sell, transfer, tender, pledge or encumber, assign or otherwise dispose of,
during such two-year period, the following:
(i) in the aggregate, such percentage of the aggregate number of Offered
Shares issued to the Selling Stockholders on the Closing Date as is
equal to the percentage of the aggregate shares of Common Stock
beneficially owned by Alfred Checchi, Gary Wilson and Richard Blum
(collectively, the "Principals") on the Closing Date that are sold,
transferred, assigned or otherwise actually disposed of by the
Principals in the aggregate during such two-year period;
(ii) in the event that the Selling Stockholders acquire Continental Class A
Common Stock from NWA Corp. pursuant to a right of first offer granted
in the Investment Agreement ("Reoffered Securities"), in the aggregate,
such percentage of the aggregate number of Offered Shares as is
represented by the percentage such Reoffered Securities bears to the
total number of shares of Continental Class A Common Stock the
beneficial ownership of which is acquired by NWA Corp. and Old NWA
Corp. at the Closing; and
(iii) Offered Shares to one or more of its affiliates that is directly or
indirectly controlled by it.
In addition, under the Standstill Agreement dated as of November 20, 1998
(the "Standstill Agreement"), between NWA Corp. and the persons identified on
the signature pages thereof, the Selling Stockholders have agreed, among other
things, that they will not, and will cause their affiliates not to, directly or
indirectly, sell, transfer any beneficial interest in, pledge, hypothecate or
otherwise dispose of any voting securities of NWA Corp. in any transaction that
to the knowledge of such Selling Stockholder would result in a transfer, pledge,
hypothecation or other disposition to any person or group that would have, upon
consummation of such sale, transfer, pledge, hypothecation or other disposition,
directly or indirectly, beneficial ownership of or the right to acquire
beneficial ownership of such number of NWA Corp. voting securities as represent
more than 5% of the total number of votes which could be cast in an election of
members of the NWA Corp. Board of Directors ("NWA Corp. Combined Voting Power");
PROVIDED, that each Selling Stockholder will be permitted to sell, transfer or
otherwise dispose of NWA Corp. voting securities:
(a) to one or more of its affiliates that is directly or indirectly
controlled by it;
(b) to any one or more of the Principals;
(c) to certain institutional investors;
(d) pursuant to a tender or exchange offer for NWA Corp. voting securities
which is not opposed by the NWA Corp. Board of Directors;
(e) in a merger transaction; or
(f) by testamentary devise;
12
<PAGE>
PROVIDED, that in the case of clauses (a) and (f) the transferee agrees in
writing to be bound by the terms of the Standstill Agreement; PROVIDED, FURTHER,
that no sales, transfers or other dispositions to any person or group pursuant
to clause (c) may occur if to the knowledge of such Selling Stockholder such
person or group would have, upon consummation of such sale, transfer or other
disposition, directly or indirectly, beneficial ownership of or the right to
acquire beneficial ownership of such number of NWA Corp. voting securities as
represent more than 14.9% of the NWA Corp. Combined Voting Power.
LEGAL MATTERS
Simpson Thacher & Bartlett, New York, New York, our special counsel, will
issue a legal opinion regarding the Offered Shares.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our (Old NWA Corp.)
consolidated financial statements and schedule included in our Annual Report on
Form 10-K for the year ended December 31, 1997, as set forth in their report,
which is incorporated in this Prospectus and Registration Statement by
reference. Our consolidated financial statements are incorporated by reference
in reliance on their report, given on their authority as experts in accounting
and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by NWA Corp. in connection with the offering
described in this Registration Statement are as follows:
<TABLE>
<S> <C>
Registration Fee............................................... $16,374.01
Legal fees and expenses........................................ 50,000.00*
Accounting fees and expenses................................... 30,000.00*
Printing and duplicating expenses.............................. 25,000.00*
Miscellaneous expenses......................................... 92,500.00*
----------
Total...................................................... $213,874.01
----------
----------
</TABLE>
- ------------------------
* Estimates
ITEM 15. 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 of 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 attorneys' 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 indemnity 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 NWA Corp.
Charter provides that the directors of NWA Corp. shall not be personally liable
to NWA Corp. or its stockholders for monetary damages for violations of their
fiduciary duty.
Article VIII of the NWA Corp. Bylaws provides for indemnification of the
officers and directors of NWA Corp. to the fullest extent permitted by
applicable law.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<C> <S> <C>
4.1 -- Restated Certificate of Incorporation of Northwest Airlines Corporation (the
"Company").
4.2 -- Restated Bylaws of the Company.
5.1 -- Opinion of Simpson Thacher & Bartlett as to the validity of the Common Stock.
23.1 -- Consent of Ernst & Young LLP.*
23.2 -- Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
</TABLE>
- ------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a past 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 the 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
the registration statement. Notwithstanding the foregoing, any increase
or decrease volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected on the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in aggregate, the changes in
volume and price represent no more than percent change in the maximum
aggregate offering price set forth in the calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraph (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 the 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 the 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.
II-2
<PAGE>
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
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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 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 FEBRUARY 11, 1999.
NORTHWEST AIRLINES CORPORATION
BY: /S/ DOUGLAS M. STEENLAND
-----------------------------------------
Douglas M. Steenland
Executive Vice President, General Counsel
and Secretary
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
POST-EFFECTIVE 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, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
President, Chief Executive
* Officer and Director
- ------------------------------ (Principal Executive February 11, 1999
John H. Dasburg Officer)
Executive Vice President
* and Chief Financial Officer
- ------------------------------ (Principal Financial February 11, 1999
Mickey P. Foret Officer)
II-4
<PAGE>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Vice President--Finance and
* Chief Accounting Officer
- ------------------------------ (Principal Accounting February 11, 1999
Rolf S. Andresen Officer)
* Chairman of the Board of
- ------------------------------ Directors February 11, 1999
Gary L. Wilson
* Director
- ------------------------------ February 11, 1999
Richard C. Blum
Director
- ------------------------------ February , 1999
Elaine L. Chao
* Director
- ------------------------------ February 11, 1999
Alfred A. Checchi
* Director
- ------------------------------ February 11, 1999
Doris Kearns Goodwin
* Director
- ------------------------------ February 11, 1999
Marvin L. Griswold
Director
- ------------------------------ February , 1999
Dennis F. Hightower
* Director
- ------------------------------ February 11, 1999
George J. Kourpias
Director
- ------------------------------ February , 1999
Frederic V. Malek
* Director
- ------------------------------ February 11, 1999
Walter F. Mondale
II-5
<PAGE>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
* Director
- ------------------------------ February 11, 1999
V.A. Ravindran
Director
- ------------------------------ February , 1999
Michael G. Ristow
Director
- ------------------------------ February , 1999
Leo M. Van Wijk
*By: /s/ DOUGLAS M.
STEENLAND
------------------------
Douglas M. Steenland
ATTORNEY-IN-FACT
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
- ----------- ---------------------------------------------------------------------------------------- ---------------
<C> <C> <S> <C>
4.1 -- Restated Certificate of Incorporation of Northwest Airlines Corporation (the "Company").
4.2 -- Restated Bylaws of the Company.
5.1 -- Opinion of Simpson Thacher & Bartlett as to the validity of the Common Stock.
23.1 -- Consent of Ernst & Young LLP *
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1)
</TABLE>
- ------------------------
* Filed herewith.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-69655) and
related Prospectus of Northwest Airlines Corporation for the registration of
2,631,784 shares of its Common Stock and to the incorporation by reference
therein of our report dated January 25, 1998 with respect to the consolidated
financial statements and schedule of Old NWA Corp. (as defined in this
Registration Statement) included in its Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
February 11, 1999
