UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NORTHWEST AIRLINES CORPORATION
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
667280-10-1
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 2 of 12
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES -
NWA PARTNERS, L.P.
IRS Identification No. of Above Person 94-3097255
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power -0-
NUMBER OF
SHARES
BENEFICIALLY 6 Shared Voting Power 5,660,145*
OWNED BY EACH
REPORTING
PERSON WITH
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 5,660,145*
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 5,660,145*
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.8%*
12 Type of Reporting Person PN
* See response to Item 4.<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 3 of 12
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power -0-
NUMBER OF
SHARES
BENEFICIALLY 6 Shared Voting Power 5,660,145*
OWNED BY EACH
REPORTING
PERSON WITH
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 5,660,145*
9 Aggregate Amount Beneficially Owned by
Each Reporting Person 5,660,145*
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.8%*
12 Type of Reporting Person IA, PN
* See response to Item 4. <PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 4 of 12
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power -0-
NUMBER OF
SHARES
BENEFICIALLY 6 Shared Voting Power 5,660,145*
OWNED BY EACH
REPORTING
PERSON WITH
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 5,660,145*
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 5,660,145*
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.8%*
12 Type of Reporting Person CO
* See response to Item 4.<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 5 of 12
1 Name of Reporting Person RICHARD C. BLUM
S.S. No. of Above Person 556 42 3196
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
5 Sole Voting Power -0-
NUMBER OF
SHARES
BENEFICIALLY 6 Shared Voting Power 5,660,145*
OWNED BY EACH
REPORTING
PERSON WITH
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 5,660,145*
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 5,660,145*
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.8%*
12 Type of Reporting Person IN
* See response to Item 4. <PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 6 of 12
Item 1(a). Name of Issuer.
Northwest Airlines Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
2700 Lone Oak Parkway, Eagen, MN 55121.
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover
pages of this Schedule, which Items are incorporated by
reference herein.
Item 2(b). Address of Principal Business Office or, if
none, Residence.
The address of each reporting person is 909
Montgomery Street, Suite 400, San Francisco, CA 94133.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover
pages of this Schedule, which Items are incorporated by
reference herein.
Item 2(d). Title of Class of Securities.
Class A Common Stock, $0.01 par value ("Common
Stock").
Item 2(e). CUSIP Number.
667280-10-1.
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of
each of the cover pages to this Schedule, which Items are
incorporated by reference herein. At December 31, 1996, the
following shares of Common Stock (or options to acquire
shares of Common Stock) were held directly by the following
persons:<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 7 of 12
Person Common Stock
Richard C. Blum & Associates--NWA
Partners, L.P. ("RCBA-NWA") 5,396,643
Richard C. Blum & Associates, L.P.
("RCBA L.P.") 263,502
_________
TOTAL 5,660,145
=========
RCBA-NWA also owns 1,727 shares of Series B
Preferred Stock, which is not convertible into Common Stock,
but which is entitled to vote with the Common Stock in the
election of directors.
The general partner of RCBA-NWA is RCBA L.P. The
general partner of RCBA L.P. is Richard C. Blum & Associates,
Inc. ("RCBA Inc."). Richard C. Blum is a controlling person
and chairman of RCBA Inc., and a limited partner of RCBA L.P.
Because voting and investment decisions concerning the above
securities may be made by or in conjunction with the other
reporting persons, each of the reporting persons may be
deemed a member of a group that shares voting and dispositive
power over all of the above securities. Although the
reporting persons are reporting such securities as if they
were members of a group, the filing of this Schedule shall
not be construed as an admission by any reporting person that
it is a beneficial owner of any securities other than those
directly held by such reporting person.
As chairman, director and a substantial shareholder
of RCBA Inc., Mr. Blum might be deemed to be the beneficial
owner of the securities beneficially owned by RCBA Inc., RCBA
L.P. and RCBA-NWA. Mr. Blum reserves the right to disclaim
beneficial ownership of securities beneficially owned by such
entities. Although Mr. Blum is joining in this Amendment as
a reporting person, the filing of this Amendment shall not be
construed as an admission that he, or any of the other
shareholders, directors or executive officers of RCBA Inc.
is, for any purpose, the beneficial owner of any of the
securities that are beneficially owned by such entities.
Mr. Blum and Thomas Kempner, a director of RCBA
Inc., are also directors of the Issuer.
RCBA-NWA is a party to (i) a Second Amended and
Restated Investor Stockholders' Agreement dated as of
December 23, 1993, as amended (the "1993 Stockholders'
Agreement") with the other investor stockholders named
therein (the "Original Investors") and the Issuer, and (ii) a
Stockholders' Agreement dated as of September 9, 1994, as<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 8 of 12
amended (the "1994 Stockholders' Agreement," and together
with the 1993 Stockholders' Agreement, the "Stockholders'
Agreements"), with the Original Investors and certain other
stockholders named therein (together with the Original
Investors, the "Stockholders") and the Issuer. See
Exhibits B through K attached hereto. As a result of being a
party to the Stockholders' Agreements, RCBA-NWA and the other
reporting persons may be deemed members of a "group" for
purposes of Section 13(d) of the Securities Exchange Act of
1934 and the rules and regulations thereunder. The reporting
persons hereby disclaim their possible status as a member of
such group for purposes of Section 13(d) and disclaim
beneficial ownership of the shares of Common Stock of the
Issuer owned by the other Stockholders.
Pursuant to the Stockholders' Agreements, RCBA-NWA
has agreed along with the other Original Investors holding
together with RCBA-NWA in excess of 46.2% of the outstanding
voting stock of the Issuer, among other things, (i) to vote
its shares of Common Stock of the Issuer for the election of
certain directors to the Issuer's Board of Directors, and
(ii) with limited exceptions, certain Original Investors may
not transfer any shares of Common Stock of the Issuer prior
to June 15, 1997 without the prior written consent of the
other Stockholders. In addition, pursuant to the 1993
Stockholders' Agreement, KLM Royal Dutch Airlines ("KLM"),
one of the other Original Investors, has the right to
purchase up to 5,270,038 shares of Common Stock from certain
of the other Original Investors. Such right is exercisable
in 1998. If KLM does not exercise the option in full, each
Original Investor has the right to cause KLM to purchase its
shares subject to the Option. Such right is exercisable in
1999.
The Stockholders' Agreements were amended in 1995
to delete the provisions relating to "tag-along" rights and
rights of first refusal and reoffer and to permit the
Original Investors to vote their shares of Common Stock for
the election of additional directors who have not been
designated by the Original Investors. The 1993 Stockholders'
Agreement was also amended to delete any special voting
requirements applicable to the Original Investors in
connection with a merger or other business combination
involving the Issuer. KLM has instituted litigation against
the Original Investors seeking a declaratory judgment that
such amendments to the Stockholders' Agreements are null and
void. The defendant Original Investors believe that such
litigation is without merit.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 9 of 12
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 10 of 12
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: February 13, 1997
RICHARD C. BLUM & ASSOCIATES--
NWA PARTNERS, L.P.
By Richard C. Blum & Associates, L.P.,
its general partner
By Richard C. Blum & Associates, Inc.,
its general partner
By /s/John H. Steinhart
________________________________
John H. Steinhart
Managing Director, Chief
Administrative Officer and
Secretary
RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.,
its general partner
By /s/John H. Steinhart
___________________________________
John H. Steinhart
Managing Director, Chief
Administrative Officer and Secretary
RICHARD C. BLUM & ASSOCIATES, INC.
By /s/John H. Steinhart
______________________________________
John H. Steinhart
Managing Director, Chief Administrative
Officer and Secretary
/s/John H. Steinhart
_________________________________________
RICHARD C. BLUM
By John H. Steinhart, Attorney-in-Fact<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 11 of 12
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 12
Exhibit B Second Amended and Restated Investor
Stockholders' Agreement dated as of
December 23, 1993 (the"1993
Stockholders' Agreement")* and
Stockholders' Agreement dated as of
September 9, 1994 (the "1994
Stockholders' Agreement")*
Exhibit C Amendment dated as of October 23, 1995
to the 1993 Stockholders' Agreement*
Exhibit D Amendment dated as of November 1, 1995
to the 1994 Stockholders' Agreement*
Exhibit E Supplement dated as of December 23,
1993 to the Stockholders' Agreement**
Exhibit F Amendment dated as of December 14, 1994
to the 1993 Stockholders' Agreement**
Exhibit G Amendment dated of as January 6, 1995
to the 1993 Stockholders Agreement**
Exhibit H Amendment dated as of January 25, 1995
to the 1993 Stockholders' Agreement**
Exhibit I Amendment dated as of October 3, 1994
to the 1994 Stockholders' Agreement**
Exhibit J Amendment dated as of December 14, 1994
to the 1994 Stockholders' Agreement**
Exhibit K Amendment dated as of January 25, 1995
to the 1994 Stockholders' Agreement**
* Previously filed
** Incorporated by reference to the corresponding exhibits
filed with the Issuer's Annual Report on Form 10K for the
year ended December 31, 1995.<PAGE>
CUSIP No. 667280-10-1 SCHEDULE 13G Page 12 of 12
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to Schedule 13G
to evidence the agreement of the below-names parties, in
accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule jointly on behalf
of each of such parties.
DATED: February 13, 1997
RICHARD C. BLUM & ASSOCIATES--
NWA PARTNERS, L.P.
By Richard C. Blum & Associates, L.P.,
its general partner
By Richard C. Blum & Associates, Inc.,
its general partner
By /s/John H. Steinhart
________________________________
John H. Steinhart
Managing Director, Chief
Administrative Officer and
Secretary
RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.,
its general partner
By /s/John H. Steinhart
___________________________________
John H. Steinhart
Managing Director, Chief
Administrative Officer and Secretary
RICHARD C. BLUM & ASSOCIATES, INC.
By /s/John H. Steinhart
______________________________________
John H. Steinhart
Managing Director, Chief Administrative
Officer and Secretary
/s/John H. Steinhart
_________________________________________
RICHARD C. BLUM
By John H. Steinhart, Attorney-in-Fact<PAGE>
