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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CONTINENTAL AIRLINES, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
210795209
(CUSIP Number)
Check the following box if a fee is being paid with this statement X. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 6 Pages
13G CUSIP No. 210795209 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMERICAN GENERAL CORPORATION
IRS #74-0483432
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 862,083 (1)(2)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
8 SHARED DISPOSITIVE POWER
WITH
862,083 (1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,083 (1)(2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(1)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) 774,496 of the shares reported in line items 6, 8 and 9 represent the
reporting person's proportionate interest in the Continental Airlines,
Inc. ("Continental") securities beneficially owned by Air Partners, L.P.
("Air Partners"), a Texas limited partnership of which American General
Corporation ("American General") is a limited partner. American General
disclaims beneficial ownership of the Continental securities
beneficially owned by Air Partners that are not attributable to the
limited partnership interest of American General in such partnership.
(2) Includes the shares of Class A Common Stock issuable upon exercise of
276,315 Class A Common Stock Purchase Warrants beneficially owned by Air
Partners and attributable to the limited partnership interest of
American General in such partnership.
Page 4 of 6 Pages
Item 1.
(a) Name of Issuer:
Continental Airlines, Inc. ("Continental")
(b) Address of Issuer's Principal Executive Offices:
2929 Allen Parkway
Houston, Texas 77019
Item 2. (a) Name of Person Filing:
AMERICAN GENERAL CORPORATION ("American General")
(b) Address of Principal Business Office:
2929 Allen Parkway
Houston, Texas 77019
(c) Citizenship:
Texas
(d) Title of Class of Securities:
Class A Common Stock
(e) CUSIP Number:
210795209
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) ( ) Broker or dealer registered under Section 15 of the
Act,
(b) ( ) Bank as defined in Section 3(a)(6) of the Act,
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act,
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F),
Page 5 of 6 Pages
(g) ( ) Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G), or
Page 6 of 6 Pages
(h) ( ) Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H).
Not applicable. The shares of Class A Common Stock reported in
this statement were issued prior to the effective date of the
Section 12 registration statement filed by Continental with
respect to such class of securities; and, therefore, this
statement is filed by American General pursuant to Rule 13d-1(c).
Item 4. Ownership.
(a) Amount Beneficially Owned:
American General is a limited partner of Air Partners, L.P.,
a Texas limited partnership ("Air Partners"). On the basis
of certain provisions of the Air Partners limited
partnership agreement (the "Partnership Agreement"),
American General may be deemed to beneficially own the
shares of Class A Common Stock and Class A Common Stock
Purchase Warrants attributable to its limited partnership
interest in such partnership (the "Indirect Shares"). On
such basis, American General may be deemed to beneficially
own 774,496 shares of Class A Common Stock (including the
shares of Class A Common Stock issuable upon exercise of
276,315 Class A Common Stock Purchase Warrants). American
General disclaims beneficial ownership of the Class A Common
Stock and Class A Common Stock Purchase Warrants
beneficially owned by Air Partners that are not attributable
to the limited partnership interest of American General in
such partnership.
An additional 87,587 shares of Class A Common Stock are held
by American General Life Insurance Company ("AGL"), an
indirect wholly-owned subsidiary of American General.
(b) Percent of Class:
In the aggregate, American General may be deemed to
beneficially own 862,083 shares of Class A Common Stock
(including the 87,587 shares held by AGL and the Indirect
Shares), representing approximately 13.7% of the
outstanding shares of Class A Common Stock. Such percentage
has been calculated on the basis of 6,289,531 outstanding
shares of Class A Common Stock which, in accordance with
Rule 13d-1(e) and Rule 13d-3(d)(1)(i), include the 6,013,216
shares of Class A Common Stock reported outstanding and an
additional 276,315 shares of Class A Common Stock issuable
upon exercise of Class A Common Stock Purchase Warrants.
Page 7 of 6 Pages
(c) Number of shares as to which such person has sole or shared
voting and disposition power:
American General may be deemed to have shared power to vote
or to direct the vote, and to dispose or to direct the
disposition of, the Indirect Shares.
As the ultimate parent of AGL, American General may be
deemed to have shared power to vote or to direct the vote,
and to dispose or to direct the disposition of, the 87,587
shares of Class A Common Stock held by AGL.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ( ).
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
With respect to the Indirect Shares, until shares of Class A
Common Stock are distributed to American General in accordance
with the terms of the Partnership Agreement, American General does
not have the right to receive or the power to direct the receipt
of dividends from such securities. Other than Air Partners and its
Managing General Partner as to the Indirect Shares, American
General knows of no other person who has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, any of the securities reported herein.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 8 of 6 Pages
Item 10. Certification.
Not applicable. As noted in Item 3 above, this statement is filed
pursuant to Rule 13d-1(c).
Signature.
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.
AMERICAN GENERAL CORPORATION
Date: February 11, 1994 By: /s/ PETER V. TUTERS
Peter V. Tuters
Senior Vice President
Chief Investment Officer
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