-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M1onMnYcreM07J0OnqubvfH6hjBUYKf/u74I8kIBfhuylCY2Gg+zxloniKcOu6hV ylYTS/5Sf/CnQQebUtFSFA== 0000893750-01-500161.txt : 20010618 0000893750-01-500161.hdr.sgml : 20010618 ACCESSION NUMBER: 0000893750-01-500161 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010615 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MESABA HOLDINGS INC CENTRAL INDEX KEY: 0000835768 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 411616499 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39823 FILM NUMBER: 1661281 BUSINESS ADDRESS: STREET 1: 7501 26TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55450 BUSINESS PHONE: 6127265151 MAIL ADDRESS: STREET 1: 7501 26TH AVE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST AIRLINES CORP CENTRAL INDEX KEY: 0001058033 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 411905580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2700 LONE OAK PKWY CITY: EAGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 6127262111 MAIL ADDRESS: STREET 1: 5101 NORTHWEST DR CITY: ST PAUL STATE: MN ZIP: 55111-3034 SC 13D/A 1 sch13d_a.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) MESABA HOLDINGS, INC. - ------------------------------------------------------------------------------ (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE - ------------------------------------------------------------------------------ (Title of Class of Securities) 59066B102 - ------------------------------------------------------------------------------ (CUSIP Number) MICHAEL L. MILLER VICE PRESIDENT, LAW 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) June 14, 2001 - ------------------------------------------------------------------------------ (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 Rules 13d-1(e), 13d-1(f), or 13d-1(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. 1. NAME OF REPORTING PERSON 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 ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 7. SOLE VOTING POWER 9,809,035(1) NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING PERSON WITH 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) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.17%(1)(2) 14. TYPE OF REPORTING PERSON CO (1) Includes 4,151,922 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). (2) Assumes, pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, that there are 24,420,563 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. PREAMBLE This Amendment No. 2 amends and supplements the Statement on Schedule 13D, filed on January 13, 1999 with respect to the Common Stock, $0.01 par value, of Mesaba Holdings, Inc., a Minnesota corporation, as amended by Amendment No. 1 thereto filed on November 2, 2000. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended by adding the following after the last paragraph: On June 14, 2001, Northwest advised the Issuer that Northwest was withdrawing its proposal that Northwest acquire the shares of the Issuer not already owned by Northwest and was terminating any further discussions regarding the proposed transaction. Item 4. PURPOSE OF TRANSACTION Item 4 is hereby amended by adding the following to the end of paragraph 4: On June 14, 2001, Northwest advised the Issuer that Northwest was withdrawing its proposal that Northwest acquire the shares of the Issuer not already owned by Northwest and was terminating any further discussions regarding the proposed transaction. 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: June 14, 2001 NORTHWEST AIRLINES CORPORATION By: /s/ Michael L. Miller ---------------------------- Michael L. Miller Vice President, Law and Secretary -----END PRIVACY-ENHANCED MESSAGE-----