UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report:  September 18, 2008

Date of earliest event reported:  September 18, 2008

 

NORTHWEST AIRLINES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-15285

 

41-1905580

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

2700 Lone Oak Parkway

 

 

Eagan, Minnesota

 

55121

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (612) 726-2111

Registrant’s Web site address:  www.nwa.com

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o     Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01.    Regulation FD Disclosure.

 

David M. Davis, Executive Vice President and Chief Financial Officer of Northwest Airlines Corporation (“Northwest”), will make a presentation to investors on Thursday, September 18, 2008 at 10:30 a.m. (EDT) at the Calyon Securities U.S. Airline Conference. An audio webcast of the presentation will be available on Northwest’s website at http://ir.nwa.com. Materials to be used in connection with Mr. Davis’ presentation are being furnished as Exhibit 99.1 to this Report.

 

In accordance with general instruction B.2 of Form 8-K, the information in this Report (including exhibits) that is being furnished pursuant to item 7.01 of Form 8-K shall not be deemed to be “filed” for  purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Report. This Report shall not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.

 

The presentation materials furnished as Exhibit 99.1 to this Report include financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). A reconciliation of the Non-GAAP Financial Measures to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, appears in an appendix to the presentation materials.

 

Statements in this report that are not purely historical facts, including statements regarding our beliefs, expectations, intentions or strategies for the future, may be “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, the ability of Northwest to operate pursuant to the terms of its financing facilities (particularly the related financial covenants), the ability of Northwest to attract, motivate and/or retain key executives and associates, the future level of air travel demand, Northwest’s future passenger traffic and yields, the airline industry pricing environment, increased costs for security, the cost and availability of aviation insurance coverage and war risk coverage, the general economic condition of the U.S. and other regions of the world, the price and availability of jet fuel, the war in Iraq, the possibility of additional terrorist attacks or the fear of such attacks, concerns about Severe Acute Respiratory Syndrome (SARS) and other influenza or contagious illnesses, labor strikes, work disruptions, labor negotiations both at other carriers and Northwest, difficulties in integrating the operations of Northwest and Delta following the merger, low cost carrier expansion, capacity decisions of other carriers, actions of the U.S. and foreign governments (including conditions imposed by U.S. or foreign governments to obtain regulatory approval for the merger), foreign currency exchange rate fluctuations and inflation.  Other factors include the possibility that the merger may not close, including due to the failure to receive required stockholder or regulatory approvals, or the failure of other closing conditions.  Northwest cautions that the foregoing list of factors is not exclusive.  Additional information with respect to the factors and events that could cause differences between forward-looking statements and future actual results is contained in Northwest’s Securities and Exchange Commission filings, including Northwest’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended (the “2007 Form
10-K”), and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

 

Additional Information About the Merger and Where to Find It

 

In connection with the proposed merger, Delta filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, as amended, that includes a joint proxy statement of Northwest and Delta, which also constitutes a prospectus of Delta. Northwest and Delta mailed the joint proxy statement/prospectus to their stockholders.  Northwest and Delta urge investors and security holders to read the joint proxy statement/prospectus regarding the proposed merger because it contains important information. You may obtain copies of all documents filed with the SEC regarding the proposed merger, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Northwest’s website (www.nwa.com) under the tab “About Northwest” and then under the heading “Investor Relations” and then under the item “SEC Filings and Section 16 Filings.” You may also obtain these documents, free of charge, from Delta’s website (www.delta.com) under the tab “About Delta” and then under the heading “Investor Relations” and then under the item “SEC Filings.”

 

 

2



 

Northwest, Delta and their respective directors, executive officers and certain other members of management and employees may solicit proxies from Northwest and Delta stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Northwest and Delta stockholders in connection with the proposed merger is set forth in the final proxy statement/prospectus. You can find information about Northwest’s executive officers and directors in its Annual Reports on Form 10-K (including any amendments thereto), Current Reports on Form 8-K and other documents subsequently filed with the SEC, as well as in its definitive proxy statement filed with the SEC related to Northwest’s 2008 Annual Meeting of Stockholders. You can find information about Delta’s executive officers and directors in its Annual Reports on Form 10-K (including any amendments thereto), Current Reports on Form 8-K and other documents subsequently filed with the SEC, as well as in its definitive proxy statement filed with the SEC in connection with Delta’s 2008 Annual Meeting of Stockholders. You can obtain free copies of these documents from Northwest and Delta using the contact information above.

 

Further details regarding the Northwest / Delta merger can be found at www.newglobalairline.com.

 

 

3



 

Item 9.01               Financial Statements and Exhibits.

 

(d)          Exhibits.

 

Exhibit 99.1

 

Presentation Materials

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

NORTHWEST AIRLINES CORPORATION

 

 

 

 

 

By:

/s/ Michael L. Miller

 

 

 

Michael L. Miller

 

 

Vice President, Law and Secretary

 

 

 

Dated:  September 18, 2008

 

 

 

 

4



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

Exhibit 99.1

 

Presentation Materials

 

 

5


 

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