X0202 3 2007-04-06 0 0001058033 NORTHWEST AIRLINES CORP NWACQ.PK 0001178254 OWL CREEK I LP 640 FIFTH AVENUE, 20TH FLOOR NEW YORK, NY 10019 0 0 0 1 See Explanations Below Common Stock, $.01 par value per share ("Common Stock") 4400000 I See Notes Total Return Swap 2009-01-15 Common Stock 903700 I See Notes Total Return Swap 2008-12-10 Common Stock 487500 I See Notes Total Return Swap 2009-01-30 Common Stock 397600 I See Notes Total Return Swap 2009-02-20 Common Stock 4265800 I See Notes In connection with the Northwest Airlines Corporation (the "Issuer") bankruptcy proceedings under Chapter 11 of the United States Bankruptcy Code, the Reporting Persons became members of an unofficial Northwest Equity Committee (the "Ad Hoc Committee") that has, among other acts, submitted various motions to the United States Bankruptcy Court of the Southern District of New York (the "federal bankruptcy court"). As a result of participation with the Ad Hoc Committee, the Reporting Persons may be deemed to be a member of a "group" for purpose of Section 13(d) of the Securities Exchange Act of 1934, as amended, with one or more other members. On information and belief, on April 6, 2007, the Ad Hoc Committee members collectively held 20,333,567 shares of Common Stock representing 23.3% of the total outstanding Common Stock of the Issuer. The percentages used herein are calculated based upon 87,381,308 shares of Common Stock that are outstanding as of January 31, 2007 as reported by the Issuer in its Form 10-K/A filed on April 6, 2007. This Form 3 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of any shares of common stock for any purpose, other than the securities reported on Table I of this Form 3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported on Table I except to the extent of its pecuniary interest therein. This Form 3 does not reflect any shares of common stock that are owned by any other member of the Ad Hoc Committee. The shares of Common Stock to which this note relates are held directly by Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), as to 178,300 shares; Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), as to 1,440,000 shares; Owl Creek Overseas Fund, Ltd., a Cayman Islands exempted company ("Owl Creek Overseas"), as to 2,714,800 shares; and Owl Creek Socially Responsible Investment Fund, Ltd., a Cayman Islands exempted company ("SRIF"), as to 66,900 shares. Owl Creek Advisors, LLC (the "General Partner") serves as the general partner of, and has the power to direct the affairs of, Owl Creek I and Owl Creek II. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, Owl Creek Overseas and SRIF. Jeffrey A. Altman is the managing member of the General Partner and the general partner of the Investment Manager. Each of the Reporting Persons disclaims beneficial ownership of the securities to which this Form 3 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the Reporting Persons' pecuniary interest in the securities. In addition to the securities reported in Table I and Table II, in connection with certain debt securities held, the Reporting Persons have received rights to purchase up to 378,462 shares of common stock, subject to proration, in an offering of equity securities to be issued by the Issuer following its emergence from bankruptcy. The rights will only become exercisable in the event that the Issuer's plan of reorganization is approved by the federal bankruptcy court and will not be issued until after the effectiveness of a registration statement that was initially filed with the Securities and Exchange Commission on April 2, 2007. The Reporting Persons expressly disclaim any beneficial ownership of the to-be-issued common stock that may be held in the future as a result of the potential rights offering of the Issuer. Not applicable. The Reporting Persons have entered into a swap agreement with a securities broker for the amount of Common Stock referenced in Table II. Under the swap agreement, if the value of the underlying Common Stock appreciates, on the termination date specified in Table II, the broker is obligated to pay to the Reporting Persons an amount equal to capital appreciation on the underlying Common Stock plus an amount equal to the amount of dividends paid on such Common Stock during the term of the swap agreement less a financing charge equal to the Federal Funds rate plus a spread on the notional amount of the swap. If the value of the underlying Common Stock depreciates, on the termination date specified in Table II, the Reporting Persons are obligated to pay to the broker an amount equal to any capital depreciation on the underlying Common Stock, the Federal Funds rate plus a spread on the notional amount of the swap, and any additional fees specified in the swap agreement. The Reporting Persons have entered into a swap agreement with a securities broker for the amount of Common Stock referenced in Table II. Under the swap agreement, if the value of the underlying Common Stock appreciates, on the termination date specified in Table II, the broker is obligated to pay to the Reporting Persons an amount equal to capital appreciation on the underlying Common Stock plus an amount equal to the amount of dividends paid on such Common Stock during the term of the swap agreement less a financing charge equal to the Federal Funds rate plus a spread on the notional amount of the swap. If the value of the underlying Common Stock depreciates, on the termination date specified in Table II, the Reporting Persons are obligated to pay to the broker an amount equal to any capital depreciation on the underlying Common Stock, the Federal Funds rate plus a spread on the notional amount of the swap, and any additional fees specified in the swap agreement. The Reporting Persons have entered into a swap agreement with a securities broker for the amount of Common Stock referenced in Table II. Under the swap agreement, if the value of the underlying Common Stock appreciates, on the termination date specified in Table II, the broker is obligated to pay to the Reporting Persons an amount equal to capital appreciation on the underlying Common Stock plus an amount equal to the amount of dividends paid on such Common Stock during the term of the swap agreement less a financing charge equal to the Federal Funds rate plus a spread on the notional amount of the swap. If the value of the underlying Common Stock depreciates, on the termination date specified in Table II, the Reporting Persons are obligated to pay to the broker an amount equal to any capital depreciation on the underlying Common Stock, the Federal Funds rate plus a spread on the notional amount of the swap, and any additional fees specified in the swap agreement. The Reporting Persons have entered into a swap agreement with a securities broker covering 2,690,300 shares of the Common Stock referenced in Table II. The agreement terminates on the date specified in Table II, however, payments under this swap agreement are calculated and made on a monthly basis. If the value of the underlying Common Stock appreciates, the broker is obligated to pay to the Reporting Persons an amount equal to capital appreciation on the underlying Common Stock less a financing charge equal to the Federal Funds rate plus a spread on the notional amount of the swap. In a month where a dividend is paid on the underlying Common Stock, the securities broker will additionally pay to the Reporting Persons an amount equal to the amount of the dividends paid on such Common Stock. If the value of the underlying Common Stock depreciates, the Reporting Persons are obligated to pay to the securities broker an amount equal to any capital depreciation on the underlying Common Stock, the Federal Funds rate plus a spread on the notional amount of the swap, and any additional fees specified in the swap agreement. In addition, the Reporting Persons have entered into a swap agreement covering 1,575,500 shares of the Common Stock referenced in Table II. Under the swap agreement, if the value of the underlying Common Stock appreciates, on the termination date specified in Table II, the broker is obligated to pay to the Reporting Persons an amount equal to capital appreciation on the underlying Common Stock plus an amount equal to the amount of dividends paid on such Common Stock during the term of the swap agreement less a financing charge equal to the Federal Funds rate plus a spread on the notional amount of the swap. If the value of the underlying Common Stock depreciates, on the termination date specified in Table II, the Reporting Persons are obligated to pay to the broker an amount equal to any capital depreciation on the underlying Common Stock, the Federal Funds rate plus a spread on the notional amount of the swap, and any additional fees specified in the swap agreement. OWL CREEK I, L.P., By: /s/ Owl Creek Advisors, LLC, its general partner, By: /s/ Jeffrey A. Altman, Managing Member 2007-04-27