<PAGE>
THIS DOCUMENT IS A COPY OF THE POST-EFFECTIVE AMENDMENT FILED ON JANUARY 20,
1999 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 1999
REGISTRATION NO. 333-46045
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NORTHWEST AIRLINES CORPORATION
(FORMERLY NEWBRIDGE PARENT CORPORATION)
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 41-1905580
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(Address, including zip code, of Registrant's principal executive office)
NORTHWEST AIRLINES CORPORATION
EMPLOYEE STOCK PLAN
(FULL TITLE OF THE PLAN)
------------------------
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 Registrant's agent for service)
------------------------
COPIES TO:
ROBERT L. FRIEDMAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
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IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS AMENDMENT IS BEING FILED
IN PAPER PURSUANT TO A TEMPORARY HARDSHIP EXEMPTION
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<PAGE>
EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), to reflect the
creation by Northwest Airlines Holdings Corporation (formerly Northwest Airlines
Corporation), a Delaware corporation ("Old NWA Corp."), of a new holding company
above Old NWA Corp. The creation of a new holding company was effected pursuant
to an Agreement and Plan of Merger (the "Merger Agreement") among Old NWA Corp.,
Northwest Airlines Corporation (formerly Newbridge Parent Corporation), a
Delaware corporation (the "Registrant") and Newbridge Merger Corporation, a
Delaware corporation and then wholly-owned subsidiary of the Registrant
("Newbridge Sub"). The Merger Agreement provided for, among other things, the
merger (the "Merger") of Newbridge Sub with and into Old NWA Corp., with Old NWA
Corp. as the surviving corporation. Pursuant to Section 251(g) of the General
Corporation Law of the State of Delaware, stockholder approval of the Merger was
not required.
As a result of the Merger, which became effective on November 20, 1998, Old
NWA Corp. became a direct wholly-owned subsidiary of the Registrant. Each share
of Common Stock, par value $.01 per share, of Old NWA Corp. issued and
outstanding or held in treasury was converted into and exchanged for one share
of Common Stock, par value $.01 per share, of the Registrant.
In accordance with Rule 414 under the Securities Act, the Registrant, as the
successor issuer to Old NWA Corp., hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended. The Northwest Airlines Corporation Employee
Stock Plan (the "Plan") to which this registration statement relates shall
continue to be known as the Northwest Airlines Corporation Employee Stock Plan.
Subsequent to the holding company reorganization, the Plan will continue to
cover employees of Old NWA Corp. However, shares of stock sold in accordance
with the Plan shall be shares of stock of the Registrant rather than shares of
stock of Old NWA Corp.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
<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-8 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Eagan, state of Minnesota, on January
20, 1999.
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<S> <C> <C>
NORTHWEST AIRLINES CORPORATION
BY: /s/ DOUGLAS M. STEENLAND
-----------------------------------------
Douglas M. Steenland
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President, Chief Executive
/s/ JOHN H. DASBURG Officer and Director
- ------------------------------ (Principal Executive January 20, 1999
John H. Dasburg Officer)
Executive Vice President
/s/ MICKEY P. FORET and Chief Financial
- ------------------------------ Officer (Principal January 20, 1999
Mickey P. Foret Financial Officer)
Vice President-Finance and
/s/ ROLF S. ANDRESEN Chief Accounting Officer
- ------------------------------ (Principal Accounting January 20, 1999
Rolf S. Andresen Officer)
/s/ GARY L. WILSON
- ------------------------------ Chairman of the Board of January 20, 1999
Gary L. Wilson Directors
/s/ RICHARD C. BLUM
- ------------------------------ Director January 20, 1999
Richard C. Blum
/s/ ALFRED A. CHECCHI
- ------------------------------ Director January 20, 1999
Alfred A. Checchi
- ------------------------------ Director January , 1999
Doris Kearns Goodwin
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
- ------------------------------ Director January , 1999
Marvin L. Griswold
/s/ DENNIS F. HIGHTOWER
- ------------------------------ Director January 20, 1999
Dennis F. Hightower
/s/ GEORGE J. KOURPIAS
- ------------------------------ Director January 20, 1999
George J. Kourpias
/s/ FREDERIC V. MALEK
- ------------------------------ Director January 20, 1999
Frederic V. Malek
/s/ WALTER F. MONDALE
- ------------------------------ Director January 20, 1999
Walter F. Mondale
/s/ V.A. RAVINDRAN
- ------------------------------ Director January 20, 1999
V.A. Ravindran
/s/ LEO M. VAN WIJK
- ------------------------------ Director January 20, 1999
Leo M. Van Wijk
- ------------------------------ Director January , 1999
Duane E. Woerth
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