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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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Northwest Airlines Corporation
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(Name of Issuer)
Class A Common Stock,
$0.01 par value per share
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(Title of Class of Securities)
667280101
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 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).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP No. 6672801 01 13G Page 2 of 7 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Gary L. Wilson
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States of America
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Number of Shares (5) Sole Voting Power
Beneficially 11,400,117 shares of Class A Common Stock
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With 5,940,651 shares of Class A Common Stock
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(7) Sole Dispositive Power
5,524,171 shares of Class A Common Stock
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(8) Shared Dispositive Power
5,940,651 shares of Class A Common Stock
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
17,340,768 shares of Class A Common Stock
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
17.8%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 7 Pages
Item 1.
(a) NAME OF ISSUER.
The issuer is Northwest Airlines Corporation (the "Issuer").
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The Issuer's principal executive offices are located at 2700 Lone Oak
Parkway, Eagan, Minnesota 55121.
Item 2.
(a) NAME OF PERSON FILING.
This statement is being filed by Gary L. Wilson.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
Mr. Wilson's principal business office is:
c/o Northwest Airlines Corporation
5101 Northwest Drive
Department A1180
St. Paul, MN 55111-3034
(c) CITIZENSHIP.
Mr. Wilson is a citizen of the United States of America and resides in
California.
(d) TITLE OF CLASS OF SECURITIES.
This statement relates to shares of Class A Common Stock, par value $0.01
per share (the "Common Stock") of the Issuer.
(e) CUSIP NUMBER.
The CUSIP number for the Common Stock is 6672801 01.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
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Page 4 of 7 Pages
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED.
As of December 31, 1996, Mr. Wilson beneficially owned 17,340,768 shares of
Common Stock of the Issuer, which included (i) 5,875,946 shares of Common Stock
of the Issuer owned by Mr. Wilson's two children, and (ii) 5,940,651 shares of
Common Stock of the Issuer held by Mr. Wilson as trustee of certain trusts
established for the benefit of the family of Alfred A. Checchi.
Mr. Wilson 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 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 A through J attached hereto. All of the shares of Common
Stock of the Issuer beneficially owned by Mr. Wilson are subject to the
Stockholders' Agreements. As a result of being a party to the Stockholders'
Agreements, Mr. Wilson may be deemed a member of a "group" for purposes of
Section 13(d) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder. Mr. Wilson hereby disclaims his possible status as a
member of a group for purposes of Section 13(d) and disclaims beneficial
ownership of the shares of Common Stock of the Issuer owned by the other
Stockholders (other than as reported in Item 4(c) below).
Pursuant to the Stockholders' Agreements, Mr. Wilson has agreed along with
the other Original Investors holding together with Mr. Wilson in excess of 46.2%
of the outstanding voting stock of the Issuer, among other things, (i) to vote
his shares of Common Stock of the Issuer for the election of certain directors
(including Mr. Wilson) to the Issuer's Board of Directors, and (ii) with limited
exceptions, certain Original Investors (including Mr. Wilson) 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, including Mr. Wilson. 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 Mr. Wilson and the Original Investors
in connection with a merger or other business combination involving
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Page 5 of 7 Pages
the Issuer. KLM has instituted litigation against Mr. Wilson and the other
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.
(b) PERCENT OF CLASS.
Mr. Wilson's holdings of Common Stock of the Issuer as of December 31, 1996
constitute approximately (i) 17.8% of the outstanding Common Stock of the Issuer
and (ii) 15.8% of the outstanding voting stock of the Issuer on a fully diluted
basis.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
As of December 31, 1996, Mr. Wilson had the sole power to vote 11,400,117
shares of Common Stock of the Issuer, subject to the terms of the Stockholders'
Agreements. Of the 11,400,117 shares, 5,875,946 shares of Common Stock of the
Issuer are owned by Mr. Wilson's two children, each of whom has granted to Mr.
Wilson an irrevocable proxy to vote such shares.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
As of December 31, 1996, Mr. Wilson shared the power to vote 5,940,651
shares of Common Stock of the Issuer, subject and pursuant to the terms of the
Stockholders' Agreements, as follows: Mr. Wilson is the trustee of certain
trusts established for the benefit of the family of Alfred A. Checchi (the
"Checchi Family Trusts"), which beneficially own 5,940,651 shares of Common
Stock of the Issuer; as the trustee of the Checchi Family Trusts, Mr. Wilson has
the power to vote such shares.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
As of December 31, 1996, Mr. Wilson had the sole power to dispose or to
direct the disposition of 5,524,171 shares of Common Stock of the Issuer,
subject to the terms of the Stockholder's Agreements.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
As of December 31, 1996, Mr. Wilson shared the power to dispose or to
direct the disposition of the 5,940,651 shares of Common Stock of the Issuer
held by the Checchi Family Trusts, as to which shares Mr. Wilson had disposition
power as trustee of such trusts, subject to the terms of the Stockholders'
Agreements.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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Page 6 of 7 Pages
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.
Exhibits.
The following Exhibits are filed as part of this statement.
Exhibit A Second Amended and Restated Investor Stockholders' Agreement
dated as of December 23, 1993* and Stockholders' Agreement
dated as of September 9, 1994*
Exhibit B Amendment dated as of October 23, 1995 to the Second Amended
and Restated Investor Stockholders' Agreement*
Exhibit C Amendment dated as of November 1, 1995 to the Stockholders'
Agreement*
Exhibit D Supplement dated as of December 23, 1993 to the Second
Amended and Restated Investor Stockholders' Agreement
(filed as Exhibit 4.11 to Northwest Airlines Corporation's
Annual Report on Form 10-K for the year ended December 31,
1994 (the "10-K") and incorporated herein by reference)
Exhibit E Amendment dated as of December 14, 1994 to the Second
Amended and Restated Stockholders' Agreement (filed as
Exhibit 4.13 to the 10-K and incorporated herein by
reference)
Exhibit F Amendment dated as of January 6, 1995 to the Second Amended
and Restated Stockholders' Agreement (filed as Exhibit 4.14
to the 10-K and incorporated herein by reference)
Exhibit G Amendment dated as of January 25, 1995 to the Second Amended
and Restated Stockholders' Agreement (filed as Exhibit 4.15
to the 10-K and incorporated herein by reference)
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Page 7 of 7 Pages
Exhibit H Amendment dated as of October 3, 1994 to the Stockholders'
Agreement (filed as Exhibit 4.12 to the 10-K and incorporated
herein by reference)
Exhibit I Amendment dated as of December 14, 1994 to the Stockholders'
Agreement (filed as Exhibit 4.22 to the 10-K and incorporated
herein by reference)
Exhibit J Amendment dated as of January 25, 1995 to the Stockholders'
Agreement (filed as Exhibit 4.23 to the 10-K and incorporated
herein by reference)
*Previously filed
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: February 13, 1997
/s/ Gary L. Wilson
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Gary L. Wilson
