-----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, Ho9twh4fJ+RakNmBTBdwG6yIxBciCXSe4y5MRk4Tg+Rbl+7haMl4nAQdYcsr0YB1 CFyhyuJe6VMSDO5XIYgGmw== 0001047469-99-001071.txt : 19990114 0001047469-99-001071.hdr.sgml : 19990114 ACCESSION NUMBER: 0001047469-99-001071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990113 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 SEC ACT: SEC FILE NUMBER: 005-39823 FILM NUMBER: 99505784 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] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 1 SC 13D 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 - ------------------- 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 - ------------------- 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 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 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 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 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 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.
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
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
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
-----END PRIVACY-ENHANCED MESSAGE-----