Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2010




(Exact name of registrant as specified in its charter)




Delaware   001-06033   36-2675207

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)


77 W. Wacker Drive, Chicago, IL   60601
(Address of principal executive offices)   (Zip Code)

(312) 997-8000

Registrant’s telephone number, including area code 


(Former name or former address, if changed since last report.)



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)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07 Submission of Matters to a Vote of Security Holders

On September 17, 2010, UAL Corporation (“UAL”) held a special meeting of stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated as of May 2, 2010, by and among UAL, Continental Airlines, Inc. (“Continental”) and JT Merger Sub Inc., a wholly owned subsidiary of UAL (the “Merger Agreement”). The proposals submitted to UAL stockholders at the Special Meeting were as follows:



Proposal 1 – the approval of the issuance of shares of UAL common stock to Continental stockholders as contemplated by the Merger Agreement.



Proposal 2 – the adoption of UAL’s amended and restated certificate of incorporation as contemplated by the Merger Agreement.

Each proposal is described in detail in UAL’s definitive proxy statement, which was filed with the Commission on August 18, 2010.

The voting results for each proposal, including the numbers of votes cast for, against or withheld, and the number of abstentions and non-votes, are set forth below. The stockholders voted to approve Proposals 1 and 2. In connection with the Special Meeting, UAL also solicited proxies with respect to the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies. As there were sufficient votes from UAL stockholders to approve Proposals 1 and 2, adjournment of the Special Meeting to solicit additional proxies was unnecessary and the adjournment proposal was not submitted to UAL stockholders for approval at the Special Meeting.

Proposal 1 Approval of the Issuance of Shares of UAL Common Stock to Continental Stockholders

UAL stockholders approved the issuance of shares of UAL common stock to Continental stockholders.



       Against            Abstained            Non-Votes    


   1,415,665    147,869    0

Proposal 2 Adoption of UAL’s Amended and Restated Certificate of Incorporation

UAL stockholders adopted UAL’s amended and restated certificate of incorporation.



       Against            Abstained            Non-Votes    


   1,264,443    131,153    0


Item 8.01 Other Events.

On September 17, 2010, UAL issued a press release announcing the Special Meeting voting results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.


Item 9.01 Financial Statements and Exhibits.


Exhibit No.




   Press Release issued by UAL Corporation dated September 17, 2010


* Filed herewith electronically.


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.



/s/ Thomas J. Sabatino, Jr.

Name:   Thomas J. Sabatino, Jr.
Title:   Senior Vice President, General Counsel & Corporate Secretary

Date: September 17, 2010



Exhibit No.




   Press Release issued by UAL Corporation dated September 17, 2010


* Filed herewith electronically.
Press Release

Exhibit 99.1


Worldwide Press Office:


United Stockholders Overwhelmingly Approve Merger With Continental

Companies take final steps to create world’s leading airline

CHICAGO, Sept. 17, 2010 – UAL Corporation, the parent company whose primary subsidiary is United Airlines (NASDAQ: UAUA), announced today that its stockholders approved the merger of a wholly owned subsidiary of UAL with and into Continental Airlines (NYSE: CAL), clearing the way for the merger to close by an expected date of Oct. 1. More than 98 percent of the votes cast and 84 percent of the shares outstanding were voted by UAL stockholders in favor of the transaction. More than 98 percent of the votes cast and 75 percent of the shares outstanding were voted by Continental stockholders in favor of the transaction.

“This vote is a significant step toward closing our merger with Continental, creating the world’s leading airline and the industry’s best network for our customers, a strong company that provides career opportunity for our people and an airline that can deliver return for our shareholders,” said Glenn Tilton, United chairman and CEO. “There is much work ahead as we bring these two companies together, pulling the best from both of our companies, and building on the work we have each done to strengthen our airlines.”

United and Continental announced an all-stock merger of equals on May 3, 2010. The companies have received clearance on the airlines’ proposed merger from the United States Department of Justice and the European Commission.

About United

United Airlines, a wholly-owned subsidiary of UAL Corporation (Nasdaq: UAUA), operates approximately 3,300* flights a day on United and United Express to more than 230 U.S. domestic and international destinations from its hubs in Los Angeles, San Francisco, Denver, Chicago and Washington, D.C. With key global air rights in the Asia-Pacific region, Europe and Latin America, United is one of the largest international carriers based in the United States. United also is a founding member of Star Alliance, which provides connections for our customers to 1,077 destinations in 181 countries worldwide. United’s 46,000 employees reside in every U.S. state and in many countries around the world. United ranked No. 1 in on-time performance for domestic scheduled flights for 2009 among America’s five largest global carriers, as measured by the Department of Transportation and published in the Air Travel Consumer Report for 2009. News releases and other information about United can be found at the company’s Web site at, and follow United on Twitter @UnitedAirlines.


* Based on United’s forward-looking flight schedule for January 2010 to December 2010

Important Information For Investors And Stockholders

In connection with the proposed merger of equals transaction between UAL Corporation (“UAL”) and Continental Airlines, Inc. (“Continental”), UAL filed with the Securities and Exchange Commission (“SEC”), and the SEC declared effective on August 18, 2010, a registration statement on Form S-4 that includes a joint proxy statement of Continental and UAL that also constitutes a prospectus of UAL. UAL



AND CONTINENTAL URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the joint proxy statement/prospectus and other documents containing important information about UAL and Continental through the website maintained by the SEC at Copies of the documents filed with the SEC by UAL are available free of charge on UAL’s website at or by contacting UAL’s Investor Relations Department at (312) 997-8610. Copies of the documents filed with the SEC by Continental are available free of charge on Continental’s website at or by contacting Continental’s Investor Relations Department at (713) 324-5152.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Continental’s and UAL’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Continental’s and UAL’s expectations with respect to the synergies, costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of the combined company; the combined company’s plans, objectives, expectations and intentions with respect to future operations and services; approval of the proposed transaction by governmental regulatory authorities; the satisfaction of the closing conditions to the proposed transaction; the timing of the completion of the proposed transaction; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of UAL’s and Continental’s Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. All subsequent written and oral forward-looking statements concerning Continental, UAL, the proposed transaction or other matters and attributable to Continental or UAL or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither Continental nor UAL undertakes any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.