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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: December 31, 1997
WASHINGTON, D.C. 20549 Estimated average burden
hours per response . . . 14.90
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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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 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 1 of 7 pages
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CUSIP NO. 6672801 01 13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alfred A. Checchi
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES 5,459,466 shares of Class A Common Stock
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 5,940,651 shares of Class A Common Stock
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 5,459,466 shares of Class A Common Stock
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 5,940,651 shares of Class A Common Stock
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,400,117 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)
11.93%
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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 Alfred A. Checchi.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
Mr. Checchi's principal business office is:
c/o Northwest Airlines Corporation
5101 Northwest Drive
Department A1180
St. Paul, MN 55111-3034
(c) CITIZENSHIP.
Mr. Checchi 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(b), 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, 1997, Mr. Checchi beneficially owned 11,400,117 shares
of Common Stock of the Issuer.
Mr. Checchi is a party to a Second Amended and Restated Investor
Stockholders' Agreement dated as of December 23, 1993, as amended (the
"Stockholders' Agreement"), with the other investor stockholders named
therein (the "Investor Stockholders") and the Issuer. See Exhibits A through
G attached hereto. All of the shares of Common Stock of the Issuer
beneficially owned by Mr. Checchi are subject to the Stockholders' Agreement.
As a result of being a party to the Stockholders' Agreement, Mr. Checchi 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. Checchi 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 Investor Stockholders.
Pursuant to the Stockholders' Agreement, Mr. Checchi has agreed, along
with the other Investor Stockholders holding together with Mr. Checchi in
excess of 26.8% of the outstanding voting stock of the Issuer (on a fully
diluted basis), to vote his shares of Common Stock of the Issuer for the
election of certain directors (including Mr. Checchi) to the Issuer's Board
of Directors.
(b) PERCENT OF CLASS.
Mr. Checchi's holdings of Common Stock of the Issuer as of December 31,
1997 constitute approximately (i) 11.93% of the outstanding Common Stock of the
Issuer and (ii) 10.75% 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, 1997, Mr. Checchi had the sole power to vote 5,459,466
shares of Common Stock of the Issuer, subject to the terms of the Stockholders'
Agreement.
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Page 5 of 7 pages
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
As of December 31, 1997, Mr. Checchi shared the power to vote 5,940,651
shares of Common Stock of the Issuer beneficially owned by certain trusts
established for the benefit of Mr. Checchi's family, for which the trustee has
the power to vote, subject and pursuant to the terms of the Stockholders'
Agreement.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
As of December 31, 1997, Mr. Checchi had the sole power to dispose or to
direct the disposition of 5,459,466 shares of Common Stock of the Issuer.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
As of December 31, 1997, Mr. Checchi shared the power to dispose or to
direct the disposition of 5,940,651 shares of Common Stock of the Issuer
beneficially owned by the trusts established for the benefit of Mr. Checchi's
family, for which the trustee had the power to dispose.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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.
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Page 6 of 7 pages
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*
Exhibit B Amendment dated as of October 23, 1995 to the Second Amended and
Restated Investor Stockholders' Agreement*
Exhibit C 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 D 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 E 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 F 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)
Exhibit G Amendment to Second Amended and Restated Investor Stockholders'
Agreement (filed as Exhibit 10.7 to Northwest Airline
Corporation's Form 10-Q for the quarter ended September 30, 1997
and incorporated herein by reference)
*Previously filed
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Page 7 of 7 pages
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 17, 1998
/s/ Alfred A. Checchi
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Alfred A. Checchi
