Northwest Airlines Corp - Filing of certain prospectuses and comms. for business combination transactions (425)
April 15 2008 - 7:11AM
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: April 15,
2008
Date of earliest event
reported: April 14, 2008
NORTHWEST
AIRLINES CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware
|
|
0-23642
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41-1905580
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(State or other
jurisdiction
of incorporation)
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(Commission File
Number)
|
|
(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:
x
Written communications 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 8.01 Other Events
On April 14,
2008, Delta Air Lines, Inc. (Delta) and Northwest Airlines Corporation
(the Company or Northwest) issued a joint press release announcing that
they had entered into an Agreement and Plan of Merger, dated as of April 14,
2008 (the Merger Agreement), that provides, among other things, for the
Company to be merged with a wholly-owned subsidiary of Delta (the Merger). A copy of the joint press release is
attached hereto as Exhibit 99.1. In
addition, Delta and the Company provided supplemental information regarding the
proposed transaction in connection with presentations to analysts and
investors. A copy of the investor
presentation is attached hereto as Exhibit 99.2.
Forward-Looking Statements
This Current Report on Form 8-K (including
information included or incorporated by reference herein) includes forward-looking
statements within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Words such as expect, estimate, project,
budget, forecast, anticipate, intend, plan, may, will, could, should,
believes, predicts, potential, continue, and similar expressions are
intended to identify such forward-looking statements. These forward-looking statements include,
without limitation, Deltas and Northwests expectations with respect to the
synergies, costs and charges, capitalization and anticipated financial impacts
of the merger transaction and related transactions; approval of the merger
transaction and related transactions by shareholders; the satisfaction of the
closing conditions to the merger transaction and related transactions; and the
timing of the completion of the merger transaction and related transactions.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors are outside
our control and difficult to predict.
Factors that may cause such differences include, but are not limited to,
the possibility that the expected synergies will not be realized, or will not
be realized within the expected time period, due to, among other things, (1) the
airline pricing environment; (2) competitive actions taken by other
airlines; (3) general economic conditions; (4) changes in jet fuel
prices; (5) actions taken or conditions imposed by the United States and
foreign governments; (6) the willingness of customers to travel; (7) difficulties
in integrating the operations of the two airlines; (8) the impact of labor
relations; and (9) fluctuations in foreign currency exchange rates. Other factors include the possibility that
the merger does not close, including due to the failure to receive required
stockholder or regulatory approvals, or the failure of other closing
conditions.
Delta and Northwest caution that the foregoing list
of factors is not exclusive. Additional information concerning these and other
risk factors is contained in Deltas and Northwests most recently filed Forms
10-K. All subsequent written and oral
forward-looking statements concerning Delta, Northwest, the merger, the related
transactions or other matters and
attributable to Delta or Northwest or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above. Delta
and Northwest do not undertake any obligation to update any forward-looking
statement, whether written or oral, relating to the matters discussed in this
news release.
Additional Information About the Merger and Where to Find It
In connection with the proposed merger, Delta will
file with the Securities and Exchange Commission (SEC) a Registration
Statement on Form S-4 that will include a joint proxy statement of Delta
and Northwest that also constitutes a prospectus of Delta. Delta and
Northwest will mail the joint proxy statement/prospectus to their
stockholders. Delta and Northwest urge
investors and security holders to read the joint proxy statement/prospectus
regarding the proposed merger when it becomes available because it will contain
important information. You may obtain copies of all documents filed with the
SEC regarding this transaction, free of charge, at the SECs website
(www.sec.gov). 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. 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.
2
Delta, Northwest and their respective directors,
executive officers and certain other members of management and employees may be
soliciting proxies from Delta and Northwest 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 Delta and Northwest
stockholders in connection with the proposed merger will be set forth in the
proxy statement/prospectus when it is filed with the SEC. 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 that have previously been filed with the
SEC since April 30, 2007 as well as in its definitive proxy statement to
be filed with the SEC related to Deltas 2008 Annual Meeting of Stockholders.
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 that have previously been
filed with the SEC since May 31, 2007 as well as in its definitive proxy
statement to be filed with the SEC related to Northwests 2008 Annual Meeting
of Stockholders. You can obtain free copies of these documents from Delta
and Northwest using the contact information above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Number
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Description
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Exhibit 99.1
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Press
Release dated April 14, 2008 titled
Delta Air
Lines, Northwest Airlines Combining to Create Americas Premier Global
Airline
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Exhibit 99.2
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Investor
Presentation
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3
SIGNATURES
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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Dated:
April 15, 2008
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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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4
EXHIBIT INDEX
Number
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Description
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Exhibit 99.1
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Press
Release dated April 14, 2008 titled
Delta Air
Lines, Northwest Airlines Combining to Create Americas Premier Global
Airline
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Exhibit 99.2
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Investor
Presentation
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5
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