As
filed with the Securities and Exchange Commission on May 17,
2007
Registration
No. 333-31285
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
Post-Effective
Amendment No. 2
to
Form
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Continental
Airlines, Inc.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
74-2099724
|
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(I.R.S.
Employer Identification No.)
|
1600
Smith Street
Houston,
Texas 77002
(713) 324-5000
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Senior
Vice President,
General
Counsel, Secretary and Chief Compliance Officer
1600
Smith Street
Department
HQSEO
Houston,
Texas 77002
(713)
324-2950
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copies
to:
John
K. Hoyns, Esq.
Hughes
Hubbard & Reed LLP
One
Battery Park Plaza
New
York, NY 10004-1482
(212)
837-6762
Approximate
date of commencement of proposed sale to the public:
Not
applicable.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. o
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
o
If
this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
This
post-effective amendment shall hereafter become effective in accordance with
Section 8(c) of the Securities Act of 1933, as amended, on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(c),
may determine.
DEREGISTRATION
OF SECURITIES
On
July
15, 1997, Continental Airlines, Inc. (the “Registrant”) filed with the
Securities and Exchange Commission a Registration Statement on Form S-3
(Registration No. 333-31285) (the “Registration Statement”), which registered
$250,000,000 total principal amount of pass through certificates.
In
accordance with the undertaking made by the Registrant in the Registration
Statement pursuant to Item 512(a)(3) of Regulation S-K,
the
Registrant files this Post-Effective Amendment No. 2 to the Registration
Statement to deregister all securities registered that remain unsold pursuant
to
the Registration Statement, which is $161,411,000 total principal amount of
pass
through certificates.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Continental Airlines, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by
the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on May 16, 2007.
| CONTINENTAL AIRLINES, INC. | ||||
|
|
By:
|
/s/
JEFFERY A. SMISEK
|
||
|
|
Name: Jeffery
A. Smisek
|
|||
|
|
Title: President
|
|||
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
on
behalf of the following persons in the capacities indicated, on May 16, 2007.
|
Signature
|
Title
|
|
|
*
|
Chairman
of the Board, Chief Executive Officer (Principal
Executive
Officer)
and Director
|
|
|
Lawrence
W. Kellner
|
||
|
/s/
JEFFERY A. SMISEK
|
President
and Director
|
|
|
Jeffery
A. Smisek
|
||
|
/s/
JEFFREY J. MISNER
|
Executive
Vice President and Chief Financial Officer
(Principal
Financial
Officer)
|
|
|
Jeffrey
J. Misner
|
||
|
/s/ CHRIS
KENNY
|
Vice
President and Controller
(Principal
Accounting Officer)
|
|
|
Chris
Kenny
|
||
|
*
|
Director
|
|
|
Thomas
J. Barrack, Jr.
|
||
|
|
Director
|
|
|
Kirbyjon
H. Caldwell
|
||
|
*
|
Director
|
|
|
Douglas
H. McCorkindale
|
||
|
Director
|
||
|
Henry
L. Meyer III
|
||
|
Director
|
||
|
Oscar
Munoz
|
||
|
*
|
Director
|
|
|
George
G. C. Parker
|
|
*
|
Director
|
||
|
Karen
Hastie Williams
|
|||
|
Director
|
|||
|
Ronald
B. Woodard
|
|||
|
*
|
Director
|
||
|
Charles
A. Yamarone
|
|||
|
*By:
|
/s/
JEFFERY A. SMISEK
|
||
|
Jeffery
A. Smisek
Attorney
in Fact
|
|||