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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MESABA HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
59066B102
(CUSIP Number)
DOUGLAS M. STEENLAND
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
TELEPHONE: (612) 727-6500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 7, 1995
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on Following Pages)
Page 1 of 7
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CUSIP NO. 59066B102 13D
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification No. of Above Person
NORTHWEST AIRLINES CORPORATION
IRS IDENTIFICATION NO. 41-1905580
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER 7 SOLE VOTING
OF SHARES
BEBEFICIALLY 9,809,035(1)
OWNED BY -----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
9,809,035(1)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,809,035 SHARES(1)
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Page 2 of 7
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CUSIP NO. 59066B102 13D
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.91%(1)(2)
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14 TYPE OF REPORTING PERSON
CO
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(1) Includes (i) 2,716,692 shares of Issuer Common Stock (as defined herein)
that may be acquired upon the exercise of warrants (all of which are
currently exercisable) held by an indirect subsidiary of Northwest (as
defined herein) and (ii) 1,435,230 shares of Issuer Common Stock that
may be acquired upon the exercise of a warrant held by an indirect
subsidiary of Northwest that becomes exercisable in 18 installments of
79,735 shares on each date on which one of 18 regional jet aircraft
enters service pursuant to a Regional Jet Services Agreement (as defined
herein) during the period from January 1999 to August 2000.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act
of 1934, that there are 23,979,501 shares of Issuer Common Stock
outstanding, which includes the 4,151,922 shares issuable upon exercise of
the warrants to purchase shares of Issuer Common Stock held by an indirect
subsidiary of Northwest.
Page 3 of 7
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Item 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
Common Stock, $0.01 par value ("Issuer Common Stock"), of Mesaba Holdings,
Inc., a Minnesota corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 7501 26th Avenue South, Minneapolis,
Minnesota 55450.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by Northwest Airlines Corporation, a
Delaware corporation ("Northwest"). The address of the principal business
and principal executive offices of Northwest is 2700 Lone Oak Parkway, Eagan,
Minnesota 55121. The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of
Northwest is set forth on Attachment A.
Through its principal wholly-owned indirect subsidiary, Northwest
Airlines, Inc. ("Northwest Airlines"), Northwest operates one of the world's
largest airlines and is engaged principally in the commercial transportation
of passengers and cargo.
None of Northwest or, to the best of Northwest's knowledge, any of the
persons named in Attachment A attached hereto has during the last five years:
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All of the share information and share purchase and stock option exercise
price information has been adjusted to reflect the Issuer's three-for-two
stock split in the form of a 50% stock dividend distributed to shareholders
on April 30, 1998.
Northwest Aircraft, Inc. ("Northwest Aircraft"), an indirect subsidiary of
Northwest, acquired 330,084 shares of Issuer Common Stock in open market
purchases from October 1988 to October 1994 at an average per share price
of $2.509.
On September 7, 1995, the Issuer distributed (the "Distribution") all of
the outstanding shares of Airways Corporation, which prior to the Distribution
had been a wholly-owned subsidiary of the Issuer, to the Issuer's shareholders,
other than Northwest Aircraft. In lieu of receiving its pro rata distribution
of shares of Airways Corporation stock in the Distribution, Northwest Aircraft
was issued 3,078,412 additional shares of Issuer Common Stock.
Page 4 of 7
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Prior to the Distribution, Northwest Aircraft exercised stock purchase
warrants to purchase 2,248,617 shares of Issuer Common Stock for an aggregate
cash price of $4,477,563.
On October 29, 1996, the Issuer granted Northwest Airlines a warrant to
purchase 922,500 shares of Issuer Common Stock at an exercise price of $7.25
per share in connection with the execution of a Regional Jet Services
Agreement among the Issuer, Mesaba Aviation, Inc., a wholly owned subsidiary
of the Issuer ("Mesaba"), and Northwest Airlines (the "Regional Jet Services
Agreement") which provided for the operation of twelve (12) regional jet
aircraft by Mesaba for Northwest Airlines (the "First Warrant").
On October 31, 1997, the Issuer granted Northwest Airlines a warrant to
purchase 1,320,000 shares of Issuer Common Stock at an exercise price of
$9.42 per share in connection with the execution of an Airline Services
Agreement (the "Airline Services Agreement") among the Issuer, Mesaba and
Northwest Airlines pursuant to which Mesaba provides regional commuter
airline services at Northwest's hubs in Minneapolis, Minnesota and Detroit,
Michigan (the "Second Warrant").
On April 1, 1998, the Issuer granted Northwest Airlines a warrant to
purchase 474,192 shares of Issuer Common Stock at an exercise price of $21.25
per share in connection with the execution of an amendment to the Regional
Jet Services Agreement which added six (6) additional regional jet aircraft
for operation by Mesaba for Northwest Airlines (the "Third Warrant").
On June 2, 1998, the Issuer granted Northwest Airlines a warrant to
purchase 1,435,230 shares of Issuer Common Stock at an exercise price of
$21.25 per share in connection with the execution of an amendment to the
Regional Jet Services Agreement which added eighteen (18) additional regional
jet aircraft for operation by Mesaba for Northwest Airlines (the "Fourth
Warrant" and together with the First, Second and Third Warrants, the
"Warrants").
The First, Second and Third Warrants are exercisable. The Fourth
Warrant becomes exercisable in installments of 79,735 shares on each date on
which one of the 18 additional regional jet aircraft enters service under the
Regional Jet Services Agreement. The eighteen additional aircraft are
scheduled for delivery from January 1999 to August 2000.
The cash used for the open market purchases of Issuer Common Stock and
the warrant exercise in September 1995 was funded from Northwest's general
working capital. The cash for the exercise of the Warrants, if exercised, is
expected to be funded from Northwest's general working capital.
Item 4. PURPOSE OF TRANSACTION
Northwest acquired the 5,657,113 shares of Issuer Common Stock and the
Warrants for investment purposes and to strengthen and preserve the
commercial relationship between Mesaba and Northwest.
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As of the date of this Schedule 13D, Northwest has no plan or proposal
which relates to or would result in any of the actions set forth in parts (a)
through (j) of Item 4 of Schedule 13D, other than the following:
1. Under the Regional Jet Services Agreement and the Airline Services
Agreement, Northwest has the right to terminate each agreement if the
person elected to replace Bryan K. Bedford as Chief Executive Officer
of Mesaba or any successor Chief Executive Officer is not reasonably
acceptable to Northwest.
2. Under the Regional Jet Services Agreement and the Airline Services
Agreement, Northwest has the right to terminate each agreement if the
Board of Directors of the Issuer and Mesaba (i) fail to nominate and
recommend for election by the shareholders of the Issuer and Mesaba a
sufficient number of individuals designated by Northwest so that if
elected there would be three directors designated by Northwest then
serving on the Boards of Directors of the Issuer and Mesaba or (ii)
fail to elect an individual designated by Northwest to fill a vacancy
created by the death, resignation or removal of another director
previously designated by Northwest.
3. Under the Regional Jet Services Agreement and the Airline Services
Agreement, Northwest has the right to terminate each agreement upon
certain events resulting in a change in control of Holdings or Mesaba.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Northwest beneficially owns 9,809,035 shares of Issuer Common
Stock, which includes 2,716,692 shares of Issuer Common Stock subject to the
First, Second and Third Warrants, all of which are exercisable, and 1,435,230
shares of Issuer Common Stock subject to the Fourth Warrant which becomes
exercisable as described above. Except as described above, none of Northwest
or, to the best of its knowledge, any of the persons named on Attachment A
attached hereto beneficially owns or has the right to acquire any Issuer
Common Stock.
(b) Northwest beneficially has the sole power to vote and dispose of
9,809,035 shares of Issuer Common Stock.
(c) Since November 1, 1998, no transactions were effected in Issuer Common
Stock by Northwest or, to the best of its knowledge, any person listed on
Attachment A attached hereto.
(d) Not applicable.
(e) Not applicable.
Page 6 of 7
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except for the Warrants, the Airline Services Agreement and the Regional
Jet Services Agreement, as amended, in Item 3, Northwest is not a party to
any contract, arrangement, understanding or relationship involving the shares
of Issuer Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
1. Regional Jet Services Agreement, dated as of October 25, 1996 (filed
as Exhibit 10A to the Issuer's Form 10-Q for the quarter ended
September 30, 1996 and incorporated herein by reference).
2. Amendment No. 1 to Regional Jet Services Agreement, dated as of April
1, 1998 (filed as Exhibit 10A to the Issuer's Form 10-Q for the
quarter ended June 30, 1998 and incorporated herein by reference).
3. Amendment No. 2 to Regional Jet Services Agreement, dated as of June
2, 1998 (filed as Exhibit 10B to the Issuer's Form 10-Q for the
quarter ended June 30, 1998 and incorporated herein by reference).
4. Airline Services Agreement, dated as of July 1, 1997 (filed as Exhibit
10A to the Issuer's Form 10-Q for the quarter ended September 30, 1997
and incorporated herein by reference).
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 13, 1999
NORTHWEST AIRLINES CORPORATION
By: /s/ Douglas M. Steenland
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Douglas M. Steenland
Executive Vice President,
General Counsel and Secretary
Page 7 of 7
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ATTACHMENT A
Executive Officers and Directors of Northwest Airlines Corporation
The names and titles of the executive officers and the names of the directors
of Northwest and each of their business addresses and principal occupations
are set forth below. If no address is given, the director's or executive
officer's business address is that of Northwest. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to such
individual's position at Northwest and each individual is a United States
citizen.
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Executive Officers Position; Present Principal Occupation
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John H. Dasburg Director, President and Chief Executive
Officer
Richard H. Anderson Executive Vice President and Chief
Operations Officer
Mickey P. Foret Executive Vice President and Chief
Financial Officer
Michael E. Levine Executive Vice President - Marketing
and International
Douglas M. Steenland Executive Vice President, General
Counsel and Secretary
Raymond J. Vecci Executive Vice President - Customer
Service
Christopher E. Clouser Senior Vice President - Administration
Richard B. Hirst Senior Vice President - Corporate Affairs
Rolf S. Andresen Vice President - Finance and Chief
Accounting Officer
</TABLE>
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Directors Present Principal Occupation
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<S> <C>
Richard C. Blum Chairman and President
Richard C. Blum & Associates, Inc.
909 Montgomery Street # 400
San Francisco, CA 94133
Alfred A. Checchi Director of Northwest Airlines
Corporation and Private Investor
Doris Kearns Goodwin Historian and Author
Marvin L. Griswold Retired International Director
Teamsters Airline Division
International Brotherhood of Teamsters
Dennis Hightower Professor
Harvard Business School
Baker Library 186
Boston, MA 02163
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Directors Present Principal Occupation
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George J. Kourpias Retired President
International Association of
Machinists and Aerospace Workers
Frederic V. Malek Chairman
Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D.C. 20004
Walter F. Mondale Partner
Dorsey & Whitney
Pillsbury Center South
220 South Sixth Street
19th Floor
Minneapolis, Minnesota 55402
V.A. Ravindran President
(Citizen of Australia) Paracor Finance Inc.
660 Madison Avenue
18th Floor
New York, New York 10022
Leo M. van Wijk President and Chief Executive Officer
(Citizen of The Netherlands) KLM Royal Dutch Airlines
Amsterdamseweg 55
1182 G P Amstelveen
The Netherlands
Gary L. Wilson Chairman of the Board of Northwest
Airlines Corporation
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