SEC Info - Northwest Airlines Corp - ‘SC 13D’ on 1/13/99 re: Mair Holdings Inc

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Northwest Airlines Corp – ‘SC 13D’ on 1/13/99 re: Mair Holdings Inc

As of: Wednesday, 1/13/99 · Accession #: 1047469-99-1071 · File #: 5-39823

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/13/99  Northwest Airlines Corp           SC 13D                 1:18K  Mair Holdings Inc                 Merrill Corp/New/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              9     36K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
5	Item 4. Purpose of Transaction
6	Item 5. Interest in Securities of the Issuer
7	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

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      SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C.  20549

    SCHEDULE 13D

     Under the Securities Exchange Act of 1934

       MESABA HOLDINGS, INC.
      (Name of Issuer)

   COMMON STOCK, $0.01 PAR VALUE
    (Title of Class of Securities)

   59066B102
    (CUSIP Number)

    DOUGLAS M. STEENLAND
   EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
    NORTHWEST AIRLINES CORPORATION
   2700 LONE OAK PARKWAY
    EAGAN, MINNESOTA 55121
     TELEPHONE: (612) 727-6500
    (Name, Address and Telephone Number of Person Authorized
    to Receive Notices and Communications)

   SEPTEMBER 7, 1995
   (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-(g), check the following box 
[  ].                                                                           

Note:     Schedules filed in paper format shall include a signed original and   
five copies of the schedule, including all exhibits.  See   
  Rule 13d-7(b) for other parties to whom copies are to be sent.

    (Continued on Following Pages)

                                                                   Page 1 of 7

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-------------------                                                             
CUSIP NO. 59066B102                13D                                          
-------------------                                                             

------------------------------------------------------------------------------  
1    NAME OF REPORTING PERSONS                                                
S.S. or I.R.S. Identification No. of Above Person                   

NORTHWEST AIRLINES CORPORATION                                      
IRS IDENTIFICATION NO. 41-1905580                                   

------------------------------------------------------------------------------  
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a)   [ ]     
                                                           (b)   [X]

------------------------------------------------------------------------------  
3    SEC USE ONLY                                                             
------------------------------------------------------------------------------  
4    SOURCE OF FUNDS                                                          

WC                                                                  
------------------------------------------------------------------------------  
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO     
ITEMS 2(d) or 2(e)                                                  
                                                                         [ ]
------------------------------------------------------------------------------  
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                     

State of Delaware                                                   
------------------------------------------------------------------------------  
NUMBER          7   SOLE VOTING                                           
OF SHARES                                                                   
BEBEFICIALLY          9,809,035(1)                                            
 OWNED BY        -----------------------------------------------------------
EACH           8   SHARED VOTING POWER                                  
REPORTING                                                                   
PERSON WITH              -0-                                                  
                 -----------------------------------------------------------
9   SOLE DISPOSITIVE POWER                

9,809,035(1)                      
                 -----------------------------------------------------------
10  SHARED DISPOSITIVE POWER              

-0-                       
------------------------------------------------------------------------------  
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

9,809,035 SHARES(1)                                                   
------------------------------------------------------------------------------  

                                                                 Page 2 of 7

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-------------------                                                             
CUSIP NO. 59066B102                13D                                          
-------------------                                                             

------------------------------------------------------------------------------  
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN             
 SHARES                                                              [ ]
------------------------------------------------------------------------------  
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

40.91%(1)(2)                                                          
------------------------------------------------------------------------------  
14   TYPE OF REPORTING PERSON                                                   

CO                                                                    
------------------------------------------------------------------------------  

(1)  Includes (i) 2,716,692 shares of Issuer Common Stock (as defined herein)   
that may be acquired upon the exercise of warrants (all of which are  
currently exercisable) held by an indirect subsidiary of Northwest (as
defined herein) and (ii) 1,435,230 shares of Issuer Common Stock that 
may be acquired upon the exercise of a warrant held by an indirect    
subsidiary of Northwest that becomes exercisable in 18 installments of
79,735 shares on each date on which one of 18 regional jet aircraft   
  enters service pursuant to a Regional Jet Services Agreement (as defined
herein) during the period from January 1999 to August 2000.           
(2)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act 
of 1934, that there are 23,979,501 shares of Issuer Common Stock      
    outstanding, which includes the 4,151,922 shares issuable upon exercise of
    the warrants to purchase shares of Issuer Common Stock held by an indirect
subsidiary of Northwest.                                              

                                                                   Page 3 of 7

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Item 1.   SECURITY AND ISSUER                                                   

The class of equity securities to which this statement relates is the 
Common Stock, $0.01 par value ("Issuer Common Stock"), of Mesaba Holdings,      
Inc., a Minnesota corporation (the "Issuer").  The principal executive          
offices of the Issuer are located at 7501 26th Avenue South, Minneapolis,       
Minnesota 55450.                                                                

Item 2.   IDENTITY AND BACKGROUND                                               

This statement is being filed by Northwest Airlines Corporation, a    
Delaware corporation ("Northwest").  The address of the principal business      
and principal executive offices of Northwest is 2700 Lone Oak Parkway, Eagan,   
Minnesota 55121. The name, business address, present principal occupation or    
employment, and citizenship of each director and executive officer of           
Northwest is set forth on Attachment A.                                         

Through its principal wholly-owned indirect subsidiary, Northwest     
Airlines, Inc. ("Northwest Airlines"), Northwest operates one of the world's    
largest airlines and is engaged principally in the commercial transportation    
of passengers and cargo.                                                        

None of Northwest or, to the best of Northwest's knowledge, any of the
persons named in Attachment A attached hereto has during the last five years:   
(i) been convicted in a criminal proceeding (excluding traffic violations or    
similar misdemeanors); or (ii) been a party to a civil proceeding of a          
judicial or administrative body of competent jurisdiction and as a result of    
such proceeding was or is subject to a judgment, decree or final order          
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

Item 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                     

   All of the share information and share purchase and stock option exercise
price information has been adjusted to reflect the Issuer's three-for-two       
stock split in the form of a 50% stock dividend distributed to shareholders     
on April 30, 1998.                                                              

    Northwest Aircraft, Inc. ("Northwest Aircraft"), an indirect subsidiary of
Northwest, acquired 330,084 shares of Issuer Common Stock in open market        
purchases from October 1988 to October 1994 at an average per share price       
of $2.509.                                                                      

  On September 7, 1995, the Issuer distributed (the "Distribution") all of
the outstanding shares of Airways Corporation, which prior to the Distribution  
had been a wholly-owned subsidiary of the Issuer, to the Issuer's shareholders, 
other than Northwest Aircraft.  In lieu of receiving its pro rata distribution  
of shares of Airways Corporation stock in the Distribution, Northwest Aircraft  
was issued 3,078,412 additional shares of Issuer Common Stock.                  

                                                                 Page 4 of 7

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Prior to the Distribution, Northwest Aircraft exercised stock purchase
warrants to purchase 2,248,617 shares of Issuer Common Stock for an aggregate   
cash price of $4,477,563.                                                       

 On October 29, 1996, the Issuer granted Northwest Airlines a warrant to
purchase 922,500 shares of Issuer Common Stock at an exercise price of $7.25    
per share in connection with the execution of a Regional Jet Services           
Agreement among the Issuer, Mesaba Aviation, Inc., a wholly owned subsidiary    
of the Issuer ("Mesaba"), and Northwest Airlines (the "Regional Jet Services    
Agreement") which provided for the operation of twelve (12) regional jet        
aircraft by Mesaba for Northwest Airlines (the "First Warrant").                

 On October 31, 1997, the Issuer granted Northwest Airlines a warrant to
purchase 1,320,000 shares of Issuer Common Stock at an exercise price of        
$9.42 per share in connection with the execution of an Airline Services         
Agreement (the "Airline Services Agreement") among the Issuer, Mesaba and       
Northwest Airlines pursuant to which Mesaba provides regional commuter          
airline services at Northwest's hubs in Minneapolis, Minnesota and Detroit,     
Michigan (the "Second Warrant").                                                

On April 1, 1998, the Issuer granted Northwest Airlines a warrant to  
purchase 474,192 shares of Issuer Common Stock at an exercise price of $21.25   
per share in connection with the execution of an amendment to the Regional      
Jet Services Agreement which added six (6) additional regional jet aircraft     
for operation by Mesaba for Northwest Airlines (the "Third Warrant").           

On June 2, 1998, the Issuer granted Northwest Airlines a warrant to   
purchase 1,435,230 shares of Issuer Common Stock at an exercise price of        
$21.25 per share in connection with the execution of an amendment to the        
Regional Jet Services Agreement which added eighteen (18) additional regional   
jet aircraft for operation by Mesaba for Northwest Airlines (the "Fourth        
Warrant" and together with the First, Second and Third Warrants, the            
"Warrants").                                                                    

The First, Second and Third Warrants are exercisable.  The Fourth     
Warrant becomes exercisable in installments of 79,735 shares on each date on    
which one of the 18 additional regional jet aircraft enters service under the   
Regional Jet Services Agreement.  The eighteen additional aircraft are          
scheduled for delivery from January 1999 to August 2000.                        

The cash used for the open market purchases of Issuer Common Stock and
the warrant exercise in September 1995 was funded from Northwest's general      
working capital. The cash for the exercise of the Warrants, if exercised, is    
expected to be funded from Northwest's general working capital.                 

Item 4.   PURPOSE OF TRANSACTION                                                

Northwest acquired the 5,657,113 shares of Issuer Common Stock and the
Warrants for investment purposes and to strengthen and preserve the             
commercial relationship between Mesaba and Northwest.                           

                                                                 Page 5 of 7

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As of the date of this Schedule 13D, Northwest has no plan or proposal
which relates to or would result in any of the actions set forth in parts (a)   
through (j) of Item 4 of Schedule 13D, other than the following:                

 1.   Under the Regional Jet Services Agreement and the Airline Services
         Agreement, Northwest has the right to terminate each agreement if the
         person elected to replace Bryan K. Bedford as Chief Executive Officer
        of Mesaba or any successor Chief Executive Officer is not reasonably
acceptable to Northwest.                                    

 2.   Under the Regional Jet Services Agreement and the Airline Services
         Agreement, Northwest has the right to terminate each agreement if the
        Board of Directors of the Issuer and Mesaba (i) fail to nominate and
         recommend for election by the shareholders of the Issuer and Mesaba a
       sufficient number of individuals designated by Northwest so that if
       elected there would be three directors designated by Northwest then
       serving on the Boards of Directors of the Issuer and Mesaba or (ii)
         fail to elect an individual designated by Northwest to fill a vacancy
    created by the death, resignation or removal of another director
previously designated by Northwest.                         

 3.   Under the Regional Jet Services Agreement and the Airline Services
       Agreement, Northwest has the right to terminate each agreement upon
          certain events resulting in a change in control of Holdings or Mesaba.

Item 5.   INTEREST IN SECURITIES OF THE ISSUER                                  

(a)  Northwest beneficially owns 9,809,035 shares of Issuer Common    
Stock, which includes 2,716,692 shares of Issuer Common Stock subject to the    
First, Second and Third Warrants, all of which are exercisable, and 1,435,230   
shares of Issuer Common Stock subject to the Fourth Warrant which becomes       
exercisable as described above.  Except as described above, none of Northwest   
or, to the best of its knowledge, any of the persons named on Attachment A      
attached hereto beneficially owns or has the right to acquire any Issuer        
Common Stock.                                                                   

(b)   Northwest beneficially has the sole power to vote and dispose of
9,809,035 shares of Issuer Common Stock.                                        

     (c)  Since November 1, 1998, no transactions were effected in Issuer Common
Stock by Northwest or, to the best of its knowledge, any person listed on       
Attachment A attached hereto.                                                   

(d)  Not applicable.                                                  

(e)  Not applicable.                                                  

                                                                   Page 6 of 7

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Item 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT 
TO SECURITIES OF THE ISSUER                                 

  Except for the Warrants, the Airline Services Agreement and the Regional
Jet Services Agreement, as amended, in Item 3, Northwest is not a party to      
any contract, arrangement, understanding or relationship involving the shares   
of Issuer Common Stock.                                                         

Item 7.   MATERIAL TO BE FILED AS EXHIBITS                                      

   1.   Regional Jet Services Agreement, dated as of October 25, 1996 (filed
  as Exhibit 10A to the Issuer's Form 10-Q for the quarter ended
September 30, 1996 and incorporated herein by reference).   

    2.   Amendment No. 1 to Regional Jet Services Agreement, dated as of April
   1, 1998 (filed as Exhibit 10A to the Issuer's Form 10-Q for the
      quarter ended June 30, 1998 and incorporated herein by reference).

   3.   Amendment No. 2 to Regional Jet Services Agreement, dated as of June
   2, 1998 (filed as Exhibit 10B to the Issuer's Form 10-Q for the
      quarter ended June 30, 1998 and incorporated herein by reference).

     4.   Airline Services Agreement, dated as of July 1, 1997 (filed as Exhibit
          10A to the Issuer's Form 10-Q for the quarter ended September 30, 1997
and incorporated herein by reference).                      

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

Dated:  January 13, 1999                                                        

          NORTHWEST AIRLINES CORPORATION

         By:  /s/ Douglas M. Steenland
                   -----------------------------
          Douglas M. Steenland
               Executive Vice President,
                   General Counsel and Secretary

                                                                   Page 7 of 7

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ATTACHMENT A

Executive Officers and Directors of Northwest Airlines Corporation              

The names and titles of the executive officers and the names of the directors   
of Northwest and each of their business addresses and principal occupations     
are set forth below.  If no address is given, the director's or executive       
officer's business address is that of Northwest.  Unless otherwise indicated,   
each occupation set forth opposite an individual's name refers to such          
individual's position at Northwest and each individual is a United States       
citizen.                                                                        

                                                                [Download Table]


Executive Officers                    Position; Present Principal Occupation   
------------------                    --------------------------------------   
                                                                               
John H. Dasburg                       Director, President and Chief Executive  
                                      Officer                                  

Richard H. Anderson                   Executive Vice President and Chief       
                                      Operations Officer                       

Mickey P. Foret                       Executive Vice President and Chief       
                                      Financial Officer                        

Michael E. Levine                     Executive Vice President - Marketing     
                                      and International                        

Douglas M. Steenland                  Executive Vice President, General        
                                      Counsel and Secretary                    

Raymond J. Vecci                      Executive Vice President - Customer      
                                      Service                                  

Christopher E. Clouser                Senior Vice President - Administration   

Richard B. Hirst                      Senior Vice President - Corporate Affairs

Rolf S. Andresen                      Vice President - Finance and Chief       
                                      Accounting Officer                       


                                                                [Download Table]


Directors                             Present Principal Occupation          
---------                             ----------------------------          
                                                                            
Richard C. Blum                       Chairman and President                
                                      Richard C. Blum & Associates, Inc.    
                                      909 Montgomery Street # 400           
                                      San Francisco, CA 94133               

Alfred A. Checchi                     Director of Northwest Airlines        
                                      Corporation and Private Investor      

Doris Kearns Goodwin                  Historian and Author                  

Marvin L. Griswold                    Retired International Director        
                                      Teamsters Airline Division            
                                      International Brotherhood of Teamsters

Dennis Hightower                      Professor                             
                                      Harvard Business School               
                                      Baker Library 186                     
                                      Boston, MA 02163                      


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                                                                [Download Table]


Directors                             Present Principal Occupation         
---------                             ----------------------------         
                                                                           
George J. Kourpias                    Retired President                    
                                      International Association of         
                                      Machinists and Aerospace Workers     

Frederic V. Malek                     Chairman                             
                                      Thayer Capital Partners              
                                      1455 Pennsylvania Avenue, N.W.       
                                      Suite 350                            
                                      Washington, D.C. 20004               

Walter F. Mondale                     Partner                              
                                      Dorsey & Whitney                     
                                      Pillsbury Center South               
                                      220 South Sixth Street               
                                      19th Floor                           
                                      Minneapolis, Minnesota 55402         

V.A. Ravindran                        President                            
(Citizen of Australia)                Paracor Finance Inc.                 
                                      660 Madison Avenue                   
                                      18th Floor                           
                                      New York, New York 10022             

Leo M. van Wijk                       President and Chief Executive Officer
(Citizen of The Netherlands)          KLM Royal Dutch Airlines             
                                      Amsterdamseweg 55                    
                                      1182 G P Amstelveen                  
                                      The Netherlands                      

Gary L. Wilson                        Chairman of the Board of Northwest   
                                      Airlines Corporation

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	1/13/99	7
	11/1/98	6
	6/30/98	7		10-Q
	6/2/98	5	7
	4/30/98	4
	4/1/98	5	7
	10/31/97	5
	9/30/97	7		10-Q
	7/1/97	7
	10/29/96	5
	10/25/96	7
	9/30/96	7		10-Q, 10-Q/A
	9/7/95	1	4
				List all Filings

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Filing Submission 0001047469-99-001071 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Northwest Airlines Corp – ‘SC 13D’ on 1/13/99 re: Mair Holdings Inc

As of: Wednesday, 1/13/99 · Accession #: 1047469-99-1071 · File #: 5-39823

Previous ‘SC 13D’: ‘SC 13D/A’ on 11/30/98 · Next: ‘SC 13D/A’ on 11/2/00 · Latest: ‘SC 13D/A’ on 3/14/07

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents