SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 28, 2000
NORTHWEST AIRLINES CORPORATION
(formerly Newbridge Parent Corporation)
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-23642
(Commission File Number)
41-1905580
(IRS Employer Identification No.)
2700 Lone Oak Parkway, Eagan Minnesota 55121
(Address of Principal Executive Offices) (Zip Code)
(612) 726-2111
(Registrants' Telephone Number, Including Area Code)
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Item 7 Exhibits.
The documents listed below are filed as Exhibits with reference to the
Registration Statement on Form S-3 (Registration No. 333-79215) (the
"Registration Statement") of Northwest Airlines Corporation and Northwest
Airlines, Inc. The Registration Statement, the Preliminary Prospectus
Supplement, dated June 16, 2000 (filed with the Securities Exchange
Commission pursuant to Rule 424(b)(2) on June 19, 2000), filed and the
Prospectus Supplement, dated June 21, 2000 (filed with the Securities
Exchange Commission pursuant to Rule 424(b)(2) on June 23, 2000), to the
Prospectus, dated June 7, 1999, relate to the offering of Northwest Airlines,
Inc.'s Pass Through Certificates, Series 2000-1.
1(a) Underwriting Agreement, dated as of June 21, 2000, by and among
Northwest Airlines, Inc., Northwest Airlines Corporation, Credit
Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc., Chase Securities Inc., and U.S. Bancorp
Piper Jaffray Inc.
4(a) Pass Through Trust Agreement, dated as of June 3, 1999, by and
among Northwest Airlines Corporation, as Guarantor, Northwest
Airlines, Inc. and State Street Bank and Trust Company of
Connecticut, National Association, as Pass Through Trustee
4(b)(1) Pass Through Trust Supplement No. 2000-1G, dated as of June 28,
2000, by and among Northwest Airlines Corporation, as Guarantor,
Northwest Airlines, Inc., and State Street Bank and Trust Company
of Connecticut, National Association, as Pass Through Trustee
4(b)(2) Pass Through Trust Supplement No. 2000-1C, dated as of June 28,
2000, by and among Northwest Airlines Corporation, as Guarantor,
Northwest Airlines, Inc., and State Street Bank and Trust Company
of Connecticut, National Association, as Pass Through Trustee
4(c)(1) Revolving Credit Agreement (2000-1G), dated as of June 28, 2000,
between State Street Bank and Trust Company, as Borrower, and
Credit Suisse First Boston, as Liquidity Provider
4(c)(2) Revolving Credit Agreement (2000-1C), dated as of June 28, 2000,
between State Street Bank and Trust Company, as Borrower, and
Credit Suisse First Boston, as Liquidity Provider
4(e) Financial Guaranty Insurance Policy issued by MBIA, dated June 28,
2000.
4(f) Intercreditor Agreement, dated as of June 28, 2000, by and among
State Street Bank and Trust Company of Connecticut, National
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Association, as Pass Through Trustee, Credit Suisse First Boston,
as Liquidity Provider, State Street Bank and Trust Company, as
Subordination Agent and MBIA, as Policy Provider
4(g)(1) Deposit Agreement (Class G), dated as of June 28, 2000, between
First Security Bank, National Association, as Escrow Agent and ABN
AMRO Bank N.V., as Depositary
4(g)(2) Deposit Agreement (Class C), dated as of June 28, 2000, between
First Security Bank, National Association, as Escrow Agent and ABN
AMRO Bank N.V., as Depositary
4(h)(1) Escrow and Paying Agent Agreement (Class G), dated as of June 28,
2000 among First Security Bank, National Association, as Escrow
Agent, Credit Suisse First Boston Corporation, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., Chase Securities Inc., and
U.S. Bancorp Piper Jaffray Inc., as Underwriters, State Street Bank
and Trust Company of Connecticut, National Association, as Pass
Through Trustee, and State Street Bank and Trust Company, as Paying
Agent
4(h)(2) Escrow and Paying Agent Agreement (Class C), dated as of June 28,
2000 among First Security Bank, National Association, as Escrow
Agent, Credit Suisse First Boston Corporation, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., Chase Securities Inc., and
U.S. Bancorp Piper Jaffray Inc., as Underwriters, State Street Bank
and Trust Company of Connecticut, National Association, as Pass
Through Trustee, and State Street Bank and Trust Company, as Paying
Agent
4(i) Note Purchase Agreement, dated as of June 28, 2000, among Northwest
Airlines, Inc., State Street Bank and Trust Company of Connecticut,
National Association, as Pass Through Trustee, State Street Bank
and Trust Company, as Subordination Agent, First Security Bank,
National Association, as Escrow Agent, and State Street Bank and
Trust Company, as Paying Agent
99(a) Participation Agreement [NW __], dated as of [____], among
Northwest Airlines, Inc. as Lessee, Northwest Airlines Corporation,
as Guarantor, the Owner Participant named therein, as Owner
Participant, State Street Bank and Trust Company of Connecticut,
National Association, as Pass Through Trustee, First Security Bank,
National Association, as Owner Trustee, and State Street Bank and
Trust Company, as Subordination Agent and Indenture Trustee
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99(b) Lease Agreement [NW __], dated as of [____], between First Security
Bank, National Association, as Owner Trustee, and Northwest
Airlines, Inc., as Lessee
99(c) Trust Indenture and Security Agreement [NW __], dated as of [____],
between First Security Bank, National Association, as Owner
Trustee, and State Street Bank and Trust Company, as Indenture
Trustee
99(d) Purchase Agreement Assignment [NW __], dated as of, [____], between
Northwest Airlines, Inc., as Assignor, and First Security Bank,
National Association, as Assignee
99(e) Trust Agreement [NW __], dated as of [____], between [____], as
Owner Participant, and First Security Bank, National Association,
as Owner Trustee
99(f) Guarantee [NW __], dated as of [____], from Northwest Airlines
Corporation
99(g) Participation Agreement [NW __], dated as of [____], among
Northwest Airlines, Inc., as Owner, Northwest Airlines Corporation,
as Guarantor, State Street Bank and Trust Company of Connecticut,
National Association, as Pass Through Trustee and State Street Bank
and Trust Company, as Subordination Agent and Indenture Trustee
99(h) Trust Indenture and Security Agreement [NW __], dated as of [____],
between Northwest Airlines, Inc., as Owner, and State Street Bank
and Trust Company, as Indenture Trustee
99(i) Guarantee [NW __], dated as of [____], from Northwest Airlines
Corporation
99(j) Form of Closing Notice
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NORTHWEST AIRLINES CORPORATION
Dated: July 7, 2000 By: /s/ Douglas M. Steenland
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Name: Douglas M. Steenland
Title: Senior Vice President,
General Counsel and
Secretary
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