<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NORTHWEST AIRLINES CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-4205287
(State or other jurisdiction of incorporation (I.R.S. Employer Identification Number)
or organization)
</TABLE>
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.
SENIOR 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
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(A) OFFERING PRICE(A) FEE(A)
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value
per share (b)...................... 10,000,000 $55.8750 $558,750,000 $164,831.25
</TABLE>
(a) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis of
the average of the high and low prices per share of Class A Common Stock on
the Nasdaq National Market on February 5, 1998.
(b) Includes Preferred Share Purchase Rights which, prior to the occurrence of
certain events will not be exercisable or evidenced separately from the
Class A Common Stock. Includes Class A Common Stock issuable upon conversion
of Class B Common Stock and Series C Preferred Stock.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
NORTHWEST AIRLINES CORPORATION
10,000,000 SHARES OF CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
This Prospectus relates to shares of Class A Common Stock, par value $.01
per share (the "Class A Common Stock"), of Northwest Airlines Corporation (the
"Company") issued to the persons named herein (the "Selling Stockholders")
pursuant to the Northwest Airlines Corporation Employee Stock Plan and certain
related plans (collectively, the "Plan"). This Prospectus relates to the reoffer
and resale of such shares by the Selling Stockholders. The Company will receive
no part of the proceeds of sales made hereunder. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all selling and other expenses incurred by the Selling Stockholders will be
borne by such Selling Stockholders. None of the shares offered pursuant to this
Prospectus have been registered prior to the filing of the Registration
Statement of which this Prospectus is a part.
All or a portion of the shares of Class A Common Stock offered hereby may be
offered for sale, from time to time, on the Nasdaq National Market, or
otherwise, at prices and on terms then obtainable. See "Plan of Distribution."
The Class A Common Stock of the Company is quoted on the Nasdaq National
Market under the symbol NWAC. On February 6, 1998, the last reported sale price
of the Company's Class A Common Stock quoted on the Nasdaq National Market was
$55.75.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is February 11, 1998.
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Class A Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission, and to which reference is hereby
made. Statements made in this Prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete. With
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference. Additional updating
information with respect to the Company may be provided in the future by means
of appendices or supplements to this Prospectus.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information, including the
Registration Statement and exhibits filed therewith, may be inspected at the
public reference facility maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, Room 1024, and at the Commission's regional
offices located at the Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549 or by accessing the Commission's
World Wide Web site at http://www.sec.gov.
FOR FLORIDA RESIDENTS
The Company does not conduct business with the government of Cuba or any
person or affiliate located in Cuba, except that Northwest aircraft conduct
Cuban overflights for which Northwest makes monthly payments through a clearing
house of Cubana de Aviacion pursuant to a specific license from the Office of
Foreign Assets Control, United States Department of Treasury.
The information set forth above is accurate as of the date hereof. Current
information concerning the Company's business dealings with the government of
Cuba or with any person or affiliate located in Cuba may be obtained from the
Division of Securities and Investor Protection of the Florida Department of
Banking and Finance, The Capital, Tallahassee, Florida 32399-0350, telephone
number (904) 488-9805.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996;
2
<PAGE>
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June
30, 1997 and September 30, 1997;
(c) Current Reports on Form 8-K dated March 6, 1997, November 25, 1997 and
January 25, 1998; and
(d) The description of the Company's Class A Common Stock set forth in its
Registration Statement on Form 8-A, dated March 16, 1994, the description of
rights to purchase the Company's Series D Junior Participating Preferred
Stock set forth in its Registration Statement on Form 8-A, dated November
17, 1995, and any amendment or report filed pursuant to Section 12 of the
Exchange Act for the purpose of updating those descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities offered thereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. The Company's Exchange
Act file number is 0-23642.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been or may be
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Northwest Airlines Corporation, Attention:
Secretary, 5101 Northwest Drive, St. Paul, Minnesota 55111, telephone number
(612) 726-2111.
THE COMPANY
The Company was incorporated in the State of Delaware in February 23, 1989
under the name Wings Holdings Inc. The Company's principal executive offices are
located at 2700 Lone Oak Parkway, Eagan, Minnesota 55121, telephone number (612)
726-2111. The Company's mailing address is 5101 Northwest Drive, St. Paul,
Minnesota 55111.
SELLING STOCKHOLDERS
The following table sets forth certain information as of December 31, 1997
concerning the ownership of Class A Common Stock and Series C Preferred Stock by
the Selling Stockholders. The selling stockholders will consist of the trustees
named below who will act on behalf of participants in the Plan who from time to
time have given sale instructions in connection with this Offering (the "Selling
Stockholders"). The Plan was established pursuant to certain agreements entered
into by the Company and several unions representing the Company's employees,
including the International Brotherhood of Teamsters, Chauffers, Warehousemen
and Helpers of America ("IBT"), the International Association of Machinists and
Aerospace Workers ("IAM") and the Air Line Pilots Association International
("ALPA").
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF CLASS A SHARES OF CLASS SHARES OF CLASS A
COMMON STOCK A COMMON STOCK TO BE
BENEFICIALLY OWNED COMMON STOCK
PRIOR TO THE OFFERING(1) BEING SOLD IN BENEFICIALLY OWNED
THE OFFERING AFTER THE OFFERING
------------------------- ---------------- -----------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1) NUMBER PERCENT NUMBER PERCENT
- --------------------------------------------------------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
William S. Zoller, as Trustee of the Trust for ALPA
employees(2)(3)........................................
c/o State Street Bank & Trust Company
200 Newport Avenue, Q3N
North Quincy, MA 02171 10,293,877 9.6 4,820,795 5,473,082 5.1
Thomas R. Roth, as Trustee of the Trust for IAM
Employees(3)...........................................
c/o State Street Bank & Trust Company
200 Newport Avenue, Q3N
North Quincy, MA 02171 6,162,547 5.7 2,886,024 3,276,524 3.0
Stephen L. Hester, as Trustee of the Trust for IBT
employees(3)...........................................
c/o State Street Bank & Trust Company
200 Newport Avenue, Q3N
North Quincy, MA 02171 1,647,458 1.5 771,532 875,926 .8
State Street Bank & Trust Company, as Trustee of the
Trust for all other employees(2).......................
200 Newport Avenue, Q3N
North Quincy, MA 02171 3,249,189 3.0 1,521,649 727,540 1.6
</TABLE>
- ------------------------
(1) As used in this table, beneficial ownership means the sole or shared power
to vote or to direct the voting of a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of, a security). For purposes of this table, a
person is deemed as of any date to have beneficial ownership of any security
that such person has the right to acquire within 60 days after such date.
The numbers in the table include the number of shares of Class A Common
Stock issuable upon conversion of Class B Common Stock or the number of
shares of Common Stock issuable upon conversion of the Series C Preferred
Stock.
(2) Assumes conversion of Class B Common Stock into Class A Common Stock.
(3) Assumes conversion of Series C Preferred Stock into Class A Common Stock.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares of Class A Common Stock in any of
the following ways: (i) through dealers; (ii) through agents; (iii) directly to
one or more purchasers. The distribution of the shares of Class A Common Stock
may be effected from time to time in one or more transactions which may involve
crosses or block transactions (A) on the Nasdaq National Market ("NASDAQ") (or
on such other national stock exchanges on which the shares of Class A Common
Stock may be traded from time to time) in transactions which may include special
offerings, exchange distributions and/or secondary distributions pursuant to and
in accordance with the rules of NASDAQ or such exchanges, (B) in the over-the-
counter market or (C) in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions. Any such
transaction may be effected at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices. The Selling Stockholders may effect such transactions by selling
shares of Class A Common Stock to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or commissions from purchasers of
shares of Class A
4
<PAGE>
Common Stock for whom they may act as agent. The Selling Stockholders and any
broker-dealers or agents that participate in the distribution of shares of Class
A Common Stock might be deemed to be underwriters, and any discounts,
commissions or concessions received by any such broker-dealers or agents might
be deemed to be underwriting discounts and commissions, under the Securities
Act.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
In accordance with Section 102(b)(7) of the Delaware Law, the Second Amended
and Restated Certificate of Incorporation of the Company provides that the
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for violations of their fiduciary duty.
Article VIII of the bylaws, as amended, of the Company provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
5
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents By
Reference.................................... 2
The Company.................................... 3
Selling Stockholders........................... 3
Plan of Distribution........................... 4
Indemnification of Directors and Officers...... 5
</TABLE>
10,000,000 SHARES
NORTHWEST AIRLINES CORPORATION
CLASS A COMMON STOCK
---------------------
PROSPECTUS
FEBRUARY 11, 1998
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed by Northwest Airlines Corporation
(the "Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"), are hereby incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1996:
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997;
(c) Current Reports on Form 8-K dated March 6, 1997, November 25, 1997
and January 25, 1998; and
(d) The description of the Company's Class A Common Stock set forth in
its Registration Statement on Form 8-A, dated March 16, 1994, the
description of rights to purchase the Company's Series D Junior
Participating Preferred Stock set forth in its Registration Statement on
Form 8-A, dated November 17, 1995, and any amendment or report filed
pursuant to Section 12 of the Exchange Act for the purpose of updating those
descriptions.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
II-1
<PAGE>
person in connection with such action, suit or proceeding, provided that such
officer, director, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests,
and, for criminal proceedings, had no reasonable cause to believe his conduct
was unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
In accordance with Section 102(b)(7) of the Delaware Law, the Second Amended
and Restated Certificate of Incorporation of the Company provides that the
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for violations of their fiduciary duty.
Article VIII of the bylaws, as amended, of the Company provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The securities being reoffered or resold pursuant to this Registration
Statement were issued by the Company to the Northwest Airlines Corporation
Employee Stock Plan in transactions not involving sales within the meaning of
Section 2(3) of the Securities Act of 1933.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
4.1 Second Amended and Restated Certificate of Incorporation of Northwest
Airlines Corporation (the "Company") (filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1, File No. 33-74210 (the
"S-1") and incorporated herein by reference).
4.2 Certificate of Amendment to the Company's Second Amended and Restated
Certificate of Incorporation (filed as Exhibit 3.3 to the S-1 and
incorporated herein by reference).
4.3 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
S-1 and incorporated herein by reference).
23.1 Consent of Ernst & Young LLP
24 Power of Attorney (included in Part II of this Registration Statement)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by
the Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);
II-2
<PAGE>
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eagan, State of Minnesota, on this 11th day of
February, 1998.
<TABLE>
<S> <C> <C>
NORTHWEST AIRLINES CORPORATION
(Registrant)
By: /s/ DOUGLAS M. STEENLAND
-----------------------------------------
Douglas M. Steenland
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Douglas M. Steenland and James A. Lawrence, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated this 11th day of February, 1998.
NAME TITLE
- ------------------------------ --------------------------
President, Cheif Executive
/s/ JOHN H. DASBURG Officer and Director
- ------------------------------ (Principal Executive
John H. Dasburg Officer)
Executive Vice President
/s/ JAMES A. LAWRENCE and Chief Financial
- ------------------------------ Officer (Principal
James A. Lawrence Financial Officer)
II-4
<PAGE>
<TABLE>
<C> <S> <C>
Vice President and Chief
/s/ ROLF S. ANDRESEN Accounting Officer
- ------------------------------ (Principal Accounting
Rolf S. Andresen Officer)
/s/ GARY L. WILSON
- ------------------------------ Chairman of the Board of
Gary L. Wilson Director
/s/ RICHARD C. BLUM
- ------------------------------ Director
Richard C. Blum
- ------------------------------ Director
Alfred A. Checchi
/s/ MARVIN L. GRISWOLD
- ------------------------------ Director
Marvin L. Griswold
/s/ DENNIS F. HIGHTOWER
- ------------------------------ Director
Dennis F. Hightower
/s/ DORIS KEARNS GOODWIN
- ------------------------------ Director
Doris Kearns Goodwin
/s/ THOMAS L. KEMPNER
- ------------------------------ Director
Thomas L. Kempner
/s/ GEORGE J. KOURPIAS
- ------------------------------ Director
George J. Kourpias
/s/ FREDERIC V. MALEK
- ------------------------------ Director
Frederic V. Malek
/s/ WALTER F. MONDALE
- ------------------------------ Director
Walter F. Mondale
</TABLE>
II-5
<PAGE>
<TABLE>
<C> <S> <C>
/s/ V. A. RAVINDRAN
- ------------------------------ Director
V. A. Ravindran
- ------------------------------ Director
Leo M. Van Wijk
/s/ GEORGE J. VOJTA
- ------------------------------ Director
George J. Vojta
/s/ DUANE E. WOERTH
- ------------------------------ Director
Duane E. Woerth
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ---------------------------------------------------------------------------------------- -------------------
<C> <S> <C>
4.1 Second Amended and Restated Certificate of Incorporation of Northwest Airlines
Corporation (the "Company") (filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1, File No. 33-74210 (the "S-1") and incorporated herein by
reference)..............................................................................
4.2 Certificate of Amendment to the Company's Second Amended and Restated Certificate of
Incorporation (filed as Exhibit 3.3 to the S-1 and incorporated herein by reference)....
4.3 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the S-1 and
incorporated herein by reference).......................................................
23.1 Consent of Ernst & Young LLP............................................................
24 Power of Attorney (included in Part II of this Registration Statement)..................
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Northwest Airlines Corporation Employee Stock Plan
of our report dated January 21, 1997, with respect to the consolidated financial
statements of Northwest Airlines Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1996 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Minneapolis, Minnesota
February 9, 1998
