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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTHWEST AIRLINES NORTHWEST AIRLINES,
CORPORATION INC.
(Exact Name of Registrants as Specified in Their Charters)
DELAWARE MINNESOTA
(State of Incorporation or Organization)
41-1905580 41-0449230
(I.R.S. Employer Identification Numbers)
2700 Lone Oak Parkway, Eagan, Minnesota 55121
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section 12(g)
effective pursuant to General of the Exchange Act and is effective
Instruction A.(c), please chek the pursuant to General Instruction
following box. /X/ A.(d), please check the following
box. / /
Securities Act registration statement file number to which this form relates:
333-79215
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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9 1/2% Senior Quarterly Interest Bonds Due
2039 (QUIBS) New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act: None.
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
The following description of the particular terms of $142,500,000 in an
aggregate principal amount of 9 1/2% Senior Quarterly Interest Bonds Due 2039
(QUIBS) (the "Bonds") of Northwest Airlines, Inc. ("Northwest") should be read
in conjunction with the description of the general terms and provisions of
Senior Debt Securities set forth in the prospectus dated June 7, 1999 included
in Registration Statement on Form S-3 (File No. 333-79215) of Northwest Airlines
Corporation ("NWA Corp.") and Northwest.
GENERAL
The Bonds will mature on August 15, 2039, referred to as the "MATURITY
DATE," and will be limited in aggregate principal amount to $142,500,000
(5,700,000 shares of the Bonds). The Bonds will be issued as a single series of
Senior Debt Securities under the Senior Indenture, dated as of March 1, 1997,
among Northwest, Northwest Airlines Holdings Corporation ("Old NWA Corp.") and
State Street Bank and Trust Company, as trustee (the "TRUSTEE"), as supplemented
by the Supplemental Indenture, dated as of November 20, 1998, among Northwest,
NWA Corp., Old NWA Corp., and the Trustee and the Second Supplemental Indenture,
dated as of February 25, 1999, among Northwest, NWA Corp., Old NWA Corp. and the
Trustee (as so supplemented, the "SENIOR INDENTURE"). The Bonds will be issued
in fully registered book-entry form only, without coupons, in denominations of
$25 and integral multiples thereof. Each Bond will bear interest at the rate per
annum shown on the cover page of this prospectus supplement from and including
August 27 or from and including the most recent Interest Payment Date to which
interest has been paid or provided for, payable quarterly on February 15, May
15, August 15 and November 15 of each year, commencing November 15, 1999 (each,
referred to as an "INTEREST PAYMENT DATE"), to the person in whose name the Bond
is registered, referred to as the "HOLDER," at the close of business on the date
fifteen days prior to such Interest Payment Date, referred to as the "REGULAR
RECORD DATE."
If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the interest or principal payment shall be made on the
next day that is a Business Day, and no interest on such payment shall accrue
for the period from and after the Interest Payment Date or the Maturity Date.
Interest on the Bonds will be computed on the basis of a 360-day year of twelve
30-day months.
TRADING CHARACTERISTICS
The Bonds are expected to trade at a price that takes into account the
value, if any, of accrued but unpaid interest; thus, purchasers will not pay and
sellers will not receive accrued and unpaid interest with respect to the Bonds
except as included in the trading price thereof. Any portion of the trading
price of a Bond received that is attributable to accrued interest will be
treated as ordinary interest income for federal income tax purposes and will not
be treated as part of the amount realized for purposes of determining gain or
loss on the disposition of the Bonds.
OPTIONAL REDEMPTION
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Except as described below under "-- Redemption for Tax Reasons," the
Bonds will not be redeemable prior to August 15, 2004. Thereafter, the Bonds
will be subject to redemption on any date at the option of Northwest, as a whole
or from time to time in part, upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount redeemed
plus accrued and unpaid interest to the date of redemption.
REDEMPTION FOR TAX REASONS
If as a result of:
(A) any actual or proposed change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States, or any
change in the application, official interpretation or enforcement of such laws,
regulations or rulings;
(B) any action taken by a taxing authority, which action is generally
applied or is taken with respect to Northwest;
(C) a decision rendered by a court of competent jurisdiction in the
United States, whether or not such decision was rendered with respect to
Northwest; or
(D) a technical advice memorandum or letter ruling or other
administrative pronouncement issued by the National Office of the United States
Internal Revenue Service, on substantially the same facts as those pertaining to
Northwest;
which change, amendment, action, decision, memorandum, letter ruling or
pronouncement becomes effective, is proposed to become effective or is issued on
or after August 27, 1999, there is a substantial likelihood that Northwest will
not be entitled to deduct currently for United States federal income tax
purposes the full amount of interest accrued in respect of the Bonds, Northwest
at its option may redeem the Bonds in whole, but not in part, at any time at a
redemption price equal to 100% of the principal amount of the Bonds, together
with interest accrued and unpaid to the date fixed for redemption. Notice of
such redemption of the Bonds will be given to the holders of the Bonds not more
than 60 nor fewer than 30 days prior to the date fixed for redemption.
GUARANTY
NWA Corp. will unconditionally guarantee on a senior basis the due and
punctual payment of principal of and interest on the Bonds, when and as the
same shall become due and payable, whether at the Maturity Date, by declaration
of acceleration or otherwise.
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ITEM 2. EXHIBITS
None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, each registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
NORTHWEST AIRLINES, INC.
By: /s/ Rolf S. Andresen
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Name: Rolf S. Andresen
Title: Vice President Finance and
Chief Accounting Officer
NORTHWEST AIRLINES CORPORATION
By: /s/ Rolf S. Andresen
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Name: Rolf S. Andresen
Title: Vice President Finance and
Chief Accounting Officer
Date: September 8, 1999
