Northwest Airlines Corp - Current report filing (8-K)
18 9월 2008 - 10:31PM
Edgar (US Regulatory)
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
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1-15285
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41-1905580
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(State or other
jurisdiction of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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2700
Lone Oak Parkway
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Eagan,
Minnesota
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55121
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(Address of principal
executive offices)
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(Zip Code)
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Registrants telephone number, including
area code:
(612) 726-2111
Registrants 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 Northwests 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, Northwests 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 Northwests Securities and Exchange Commission filings,
including Northwests 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 SECs website (www.sec.gov). You may also obtain these
documents, free of charge, from Northwests 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 Deltas 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
Northwests 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 Northwests 2008 Annual Meeting of
Stockholders. You can find information about Deltas 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 Deltas 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
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Presentation
Materials
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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.
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NORTHWEST AIRLINES
CORPORATION
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By:
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/s/ Michael L. Miller
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Michael L. Miller
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Vice President, Law
and Secretary
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Dated:
September 18, 2008
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4
EXHIBIT INDEX
Exhibit
Number
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Description
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Exhibit 99.1
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Presentation
Materials
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5
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