-----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, M1iYpVmXoRYQThfXseLLXAI0ZqopyOAU6fm9ctRbuzZZhbkyfrt8iPtVXprsoHfz iwywjdDj0hzx4VM/SrqzFQ== 0000893750-01-000067.txt : 20010129 0000893750-01-000067.hdr.sgml : 20010129 ACCESSION NUMBER: 0000893750-01-000067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL AIRLINES INC /DE/ CENTRAL INDEX KEY: 0000319687 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 742099724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32119 FILM NUMBER: 1515260 BUSINESS ADDRESS: STREET 1: 1600 SMITH STREET 3303D STREET 2: DEPT HQSEO CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133245000 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLE EXPRESS AIRLINES INC DATE OF NAME CHANGE: 19890726 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 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* CONTINENTAL AIRLINES, INC. (Name of Issuer) CLASS B COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 210795209 (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) January 22, 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 Rule 13d- 1(b)(3) or (4), check the following box [ ] Note: Six copies of this Statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. _______________________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 210795209 - ------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------- 4. Source of Funds OO (See Item 3) - ------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------- 7. Sole Voting Power NUMBER 2,608,247 OF SHARES - ------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY EACH - ------------------------------- REPORTING 9. Sole Dispositive Power PERSON WITH 2,608,247 shares - ------------------------------- 10. Shared Dispositive Power - ------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,608,247 shares - ------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares [ ] - ------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Class B -4.9%(See Item 5) - ------------------------------------------------------------------------- 14. Type of Reporting Person CO This Amendment No. 7 (this "Amendment") amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed on February 4, 1998, on behalf of Northwest Airlines Holdings Corporation, a Delaware corporation (formerly Northwest Airlines Corporation, "Holdings"), as amended by Amendment No. 1 thereto filed on March 5, 1998, Amendment No. 2 thereto filed on May 1, 1998, Amendment No. 3 thereto filed on November 30, 1998, Amendment No. 4 thereto filed on November 2, 2000, Amendment No.5 thereto filed on November 8, 2000, and Amendment No. 6 thereto filed on November 20, 2000. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D, as amended. -2- Item 1. SECURITY AND ISSUER Item 1 of the the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No.5 and Amendment No. 6 thereto, is hereby amended and restated: The class of equity security to which this statement relates is the Class B Common Stock, $0.01 par value ("Issuer Class B Common Stock") of Continental Airlines, Inc., a Delaware corporation (the "Issuer"). On January 22, 2001 each of the 1,975,945 shares of the Issuer's Class A Common Stock ("Issuer Class A Common Stock")then held by Northwest Airlines Corporation was reclassified into 1.32 shares of Class B Common Stock. The principal executive offices of the Issuer are located at 2929 Allen Parkway, Houston, Texas 77019. Item 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No.5 and Amendment No. 6 thereto, is hereby amended and supplemented by adding the following at the end thereof: On January, 22, 2001 the Issuer, Northwest Airlines Holdings Corporation, Northwest Airlines Corporation, Northwest Airlines, Inc. and Air Partners, L.P. closed the transactions contemplated by the definitive agreements entered into by such parties on November 15, 2000 and described above. Item 5 INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No.5 and Amendment No. 6 thereto, is hereby amended and supplemented by adding the following at the end thereof: On January 22, 2001 the Issuer repurchased 6,685,279 shares of Issuer Class A Common Stock for $450,000,000 from Northwest Airlines Holdings Corporation and Northwest Airlines Corporation. On the same date, the remaining 1,975,945 shares of Issuer Class A Common Stock held by Northwest Airlines Corporation were converted into 2,608,247 shares of Issuer Class B Common Stock, over which it has sole voting and dispositive power, and which represent 4.9% of the total outstanding shares of Issuer Class B Common Stock. On January 22, 2001, Northwest Airlines Corporation ceased to be the beneficial owner of more than five percent of Issuer Class A Securities. Item 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THEISSUER The response to Item 4 above is incorporated in this Item 6 by reference. -3- 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, 25, 2001 NORTHWEST AIRLINES CORPORATION By: /s/ Douglas M. Steenland ----------------------------- Douglas M. Steenland Executive Vice President, General Counsel and Secretary -4- -----END PRIVACY-ENHANCED MESSAGE-----