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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT PURSUANT
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TO
SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): July 16,
2009
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CONTINENTAL
AIRLINES, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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DELAWARE
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(State
or Other Jurisdiction of
Incorporation)
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1-10323
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74-2099724
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1600
Smith Street, Dept. HQSEO, Houston, Texas
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77002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
324-2950
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(Registrant's
Telephone Number, Including Area
Code)
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______________________________________
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General Instruction A.2.
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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(17
CFR 240.13e-4(c))
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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On July
16, 2009, Continental Airlines, Inc. (“Continental”) issued a press release
announcing that Jeffery Smisek, 54, currently Continental’s president and chief
operating officer and a member of Continental’s board of directors, will become
Continental’s chairman and chief executive officer effective January 1,
2010. Mr. Smisek will succeed Larry Kellner, Continental’s current
chairman and chief executive officer, who has decided to leave Continental on
December 31, 2009.
Mr.
Smisek’s election as the successor chairman and chief executive officer of
Continental was unanimously approved by Continental’s board of directors on July
16, 2009. In his current role as president and chief operating
officer, Mr. Smisek is responsible for airline operations, including flight
operations, inflight, airports, catering, cargo, maintenance and technical
operations, and also human resources and labor relations, global real estate,
security and environmental affairs, corporate communications, federal affairs,
and international, state and local affairs. Over the course of his tenure
at Continental, he has also overseen sales and marketing, technology and legal
affairs. Mr. Smisek joined Continental in March 1995 as senior vice
president and general counsel, and has since held positions of increasing
responsibility. He was appointed to executive vice president in March
2003, president in December 2004 and president and chief operating officer in
September 2008. There are no arrangements or understandings between Mr.
Smisek and any other person pursuant to which he was selected as an officer. Mr.
Smisek does not have any family relationship with any director or other
executive officer of Continental or any person nominated or chosen by
Continental to become a director or executive officer, and there are no
transactions in which Mr. Smisek has an interest requiring disclosure under Item
404(a) of Regulation S-K.
The press
release announcing Mr. Smisek’s succession is filed herewith as Exhibit 99.1,
and is incorporated herein by reference.
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Item
9.01.
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Financial Statements
and Exhibits.
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(d)
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Exhibits
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99.1
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Press
Release
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SIGNATURE
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Pursuant to the requirements of the
Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CONTINENTAL
AIRLINES, INC.
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July
17, 2009
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By
/s/ Lori A.
Gobillot
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Lori
A. Gobillot
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Staff
Vice President and Assistant General
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Counsel
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EXHIBIT
INDEX
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99.1
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Press
Release
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News
Release
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Exhibit
99.1
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Contact:
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Corporate
Communications
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Houston:
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713.324.5080
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Email:
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corpcomm@coair.com
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News
archive:
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continental.com/company/news/
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Address:
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P.O.
Box 4607, Houston,
TX 77210-4607
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JEFF
SMISEK TO BECOME CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF CONTINENTAL AIRLINES;
LARRY KELLNER TO RETURN TO PRIVATE EQUITY AFTER 14 YEARS
WITH THE AIRLINE
HOUSTON, July 16, 2009
- -- Continental Airlines (NYSE: CAL) announced today that Jeff Smisek,
54, Continental’s president and chief operating officer and a member of the
board of directors, will become chairman and chief executive officer, effective
January 1, 2010. Smisek will succeed Larry Kellner, 50, who has
decided to return to private equity at year-end after 14 years with Continental,
the last five of them as chairman and CEO.
“It has been a great honor
to lead the professional men and women of Continental and be part of the premier
airline in the industry,” Kellner said. “I have worked closely with
Jeff throughout my tenure, and he is a strong and effective leader. I
am confident Jeff will maintain Continental’s unique culture and successfully
lead the Continental team through these challenging times.
“While I
will deeply miss my co-workers at Continental, it is the right time for this
transition. Continental has gained approval from DOT of our Star
Alliance application, which will allow us to continue as an effective global
competitor,” Kellner added.
“The
Board thanks Larry for his tremendous leadership of Continental during some of
the most challenging times this industry has faced,” said Henry Meyer, lead
director for Continental. “The Board has consistently focused on
succession planning, and Jeff’s experience, skills and long partnership with
Larry make him the ideal executive to succeed Larry as chairman and CEO. We look
forward to working with Jeff as he continues Continental’s industry
leadership.”
“Although
I am saddened that Larry has decided to move on, I respect his decision and wish
him continued success,” said Smisek. “Over the next several months,
Larry and I will work together to ensure a smooth transition. Our
entire team will remain focused on returning our company to profitability, and
Continental’s great culture will continue to be the driving force of the
company’s long-term success,” he added.
Houston-based
board member Pastor Kirbyjon Caldwell noted Kellner’s civic
contributions. “The Houston community has been blessed with
having Larry as both a leader at Continental and a leader of our
community. Continental has been a tremendous partner to the Houston
community and we look forward to working with Jeff as he assumes his new role,”
said Pastor Caldwell.
Continental
was named Fortune magazine’s No. 1 Most Admired Global Airline in each year of
Kellner’s tenure as chairman and CEO. He fostered Continental’s
working together culture, while leading the carrier’s expansion into London
Heathrow, China and India and focusing the company on fuel efficiency and
environmental responsibility.
Kellner
will head Emerald Creek Group, LLC, a new private investment firm based in
Houston.
Jeff
Smisek biography
Jeff
Smisek is president and chief operating officer of Continental Airlines and a
member of the Board of Directors. He is responsible for airline operations,
including flight operations, inflight, airports, catering, cargo, maintenance
and technical operations, and also human resources and labor relations, global
real estate, security and environmental affairs, corporate communications,
federal affairs, and international, state and local affairs. Over the
course of his tenure at Continental, he has also overseen sales and marketing,
technology and legal affairs.
Smisek
joined the airline in March 1995 as senior vice president and general counsel,
and has since held positions of increasing responsibility. He became president
in December 2004 and president and chief operating officer in September
2008. Prior to joining Continental, Smisek was a partner at Vinson
& Elkins LLP, where he specialized in corporate finance and securities
law.
Smisek
graduated from Princeton University, A.B. summa cum laude in economics, in 1976,
and Harvard Law School, J.D. magna cum laude, in 1982. He also serves on the
board of directors of National Oilwell Varco, Inc. Smisek and his wife reside in
Houston and are long-time supporters of numerous charitable and civic
organizations.
Larry
Kellner biography
Kellner
joined Continental in 1995 as chief financial officer. In May 2001, he was
elected president of the airline and to the Board of Directors, and in March
2003, he was named president and chief operating officer. He became chairman and
chief executive officer in December 2004.
Prior to
joining Continental, Kellner was executive vice president and chief financial
officer of American Savings Bank, owned by The Robert M. Bass Group. Prior to
that, he was executive vice president and chief financial officer of The Koll
Company, a private real estate investment and construction firm.
Kellner
graduated magna cum laude with a bachelor of science in business administration
from the University of South Carolina, where he served as Student Body
President. In addition, the University of South Carolina presented
him with the Distinguished Alumni Award in 1998.
Kellner
is active in numerous community and civic organizations. He currently serves on
the board of directors for Marriott International and the Air Transport
Association. On the civic front, he is a member of the board of directors for
the Methodist Hospital, YMCA of Greater Houston, the Greater Houston
Partnership, the Spring Branch Education Foundation, and Central Houston, Inc.,
and is a member of the Boy Scouts of America National Executive Board. Kellner
also serves on the advisory boards of the March of Dimes and Teach for America,
and is on the development board of the University of Texas Health Science Center
at Houston. He resides in Houston with his wife, Susan, and their four
children.
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