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SCHEDULE 13D
Amendment No. 15
Continental Airlines Incorporated
Class B Common Stock
Cusip # 210795308
Cusip # 210795308
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 159,249
Item 8: None
Item 9: 4,514,206
Item 10: None
Item 11: 4,629,206
Item 13: 9.33%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Class B Common
Stock, $0.01 par value (the "Shares") of Continental Airlines
Incorporated, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 2929
Allen Parkway, Houston, TX 77019-2156.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). A separate Schedule 13D is being filed by
Fidelity International Limited, a Bermuda joint stock company
incorporated for an unlimited duration by private act of the
Bermuda legislature ("FIL"). FMR is a holding company one of
whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee
or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser
to certain other funds which are generally offered to limited
groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in
investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity, and
FMTC are located at 82 Devonshire Street, Boston, Massachusetts
02109.
FIL is an investment adviser which provides investment
advisory and management services to a number of non-U.S.
investment companies or instrument trusts (the "International
Funds") and certain institutional investors. Prior to June 30,
1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as
an entity independent of FMR and Fidelity, with certain common
shareholders. The International Funds and FIL's other clients,
with the exception of Fidelity and an affiliate of Fidelity, are
non-U.S. entities. Various foreign-based subsidiaries of FIL are
also engaged in investment management. The principal office of
FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may
be cast by all holders of FIL voting stock. Mr. Johnson 3d is
Chairman of FMR and FIL. FMR and FIL are separate and
independent corporate entities. FMR and FIL are managed
independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to
Fidelity American Special Situations Trust ("FASST").
FASST is a unit trust established and authorized by the
Department of Trade and Industry under the laws of England. The
investment advisor of FASST is Fidelity Investment Services
Limited, an English company and a subsidiary of FIL.
The Shares to which this statement relates are owned
directly by seventeen of the Fidelity Funds, twenty-one of the
Accounts, and by Fidelity International Limited, through its
subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934 Act") and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the Shares
held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FMR is making this filing on
a voluntary basis as if all of the Shares are beneficially owned
by FMR and FIL on a joint basis.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds which own or owned Shares purchased in
the aggregate 6,361,658 Shares for cash in the amount of
approximately $202,233,424, including brokerage commissions. The
Fidelity Funds used their own assets in making such purchase and
no part of the purchase price is represented by borrowed funds.
Proceeds from 2,768,605 Shares sold aggregated approximately
$86,674,285. The attached Schedule B sets forth Shares purchased
and/or sold since February 15, 1997.
The Accounts of FMTC which own or owned Shares purchased in
the aggregate 3,561,363 Shares for cash in the amount of
approximately 50,963,139, including brokerage commissions. The
Accounts used their own assets in making such purchase and no
part of the purchase price is represented by borrowed funds.
Proceeds from 5,366,108 Shares sold aggregated approximately
$167,210,394. The attached Schedule B sets forth Shares
purchased and/or sold since February 15, 1997.
FASST and FIL which own or owned Shares purchased in the
aggregate 211,000 Shares for cash in the amount of approximately
$5,260,041, including brokerage commissions. FASST and FIL used
their own assets in making such purchase and no part of the
purchase price is represented by borrowed funds. Proceeds from
125,500 Shares sold aggregated approximately $3,145,130. The
attached Schedule B sets forth Shares purchased and/or sold since
February 15, 1997.
On March 1, 1996, the Shares beneficially owned by the
Fidelity Funds and the Accounts decreased by 330,200 Shares as a
result of the event described in Item 5(c) below.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity and FMTC in having the Fidelity
Funds and the Accounts purchase Shares (see Item 5 below) is to
acquire an equity interest in the Company in pursuit of specified
investment objectives established by the Board of Trustees of the
Fidelity Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have the
Fidelity Funds and the Accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares of sale at what they consider to be reasonable prices and
other investment opportunities that may be available to the
Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review
continuously the equity position of the Fidelity Funds and
Accounts in the Company. Depending upon future evaluations of
the business prospects of the Company and upon other
developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions,
Fidelity may determine to cease making additional purchases of
Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or
a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, FMTC, FASST, and
FIL beneficially own all 4,629,206 Shares, reference is made to
Item 2 for a disclaimer of beneficial ownership with respect to
the securities which are "beneficially owned" by the other
corporations.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 4,326,057 Shares, or approximately
8.71% of the outstanding Shares of the Company, and through FMTC,
the managing agent for the Accounts, 188,149 Shares, or
approximately 0.38% of the outstanding Shares of the Company. In
addition the Fidelity Funds received 1,063,204 Shares of common
stock and FMTC received 4,630,111 Shares of common stock as a
result of a 2 for 1 stock split on July 16, 1996. FMTC's
position decreased by 159,442 shares due to a transfer out of
shares. The number of Shares held by the Fidelity Funds and
Accounts includes 331,180 Shares of common stock resulting from
the assumed conversion of $10,000,000 principal amount of the
6.75% Convertible Subordinated Debentures (33.118 shares of
common stock for each $1000 principal amount of the debenture),
and 508,728 Shares of common stock resulting from the assumed
conversion of 246,000 shares of the $4.25 Convertible Preferred
(2.068 shares of common stock for each convertible preferred).
FIL beneficially owns, as investment advisor to the International
Funds, 115,000 Shares, or approximately 0.23% of the outstanding
Shares of the Company. In addition, FIL received 29,500 Shares
of common stock as a result of a 2 for 1 stock split on July 16,
1996. Neither FMR, Fidelity, FMTC, nor any of its affiliates
nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto, beneficially owns any other Shares. The
combined holdings of FMR, Fidelity, FMTC, and FIL are 4,629,206
Shares, or approximately 9.33% of the outstanding Shares of the
Company.
(b) FMR, through is control of Fidelity, investment advisor
to the Fidelity Funds, and the Funds each has sole power to
dispose of the Shares. Neither FMR nor Mr. Johnson has the sole
power to vote or direct the voting of the 4,326,057 Shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of
the Shares under written guidelines established by the Funds'
Board of Trustees. FMR, through its control of FMTC, investment
manager to the Accounts, and the Accounts each has sole
dispositive power over 188,149 Shares and sole power to vote or
to direct the voting of 159,249 Shares, and no power to vote or
to direct the voting of 28,900 Shares owned by the Accounts.
(c) On March 1, 1996, the reporting person's beneficial
ownership of Shares decreased by 330,200 Shares as a result of
(i) the termination of the reporting person's interest in a
Fidelity Fund (a private investment partnership) and (ii) the
termination of investment management agreements Fidelity had with
such Fidelity Fund.
(d) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
DDJ Capital Management, LLC or an affiliate of such Company
("DDJ"), provides investment advisory consulting services for
FMTC's use in connection with FMTC's investment management of two
Accounts. DDJ is not a direct or indirect subsidiary or
affiliate of FMR or FMTC; DDJ has no shared or sole voting power
or any other investment discretion with respect to such
securities or any other securities owned by Accounts managed by
FMTC.
Except as may otherwise be described herein, neither FMR nor
any of its affiliates nor, to the best knowledge of FMR, any of
the persons named in Schedule A hereto has any joint venture,
finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
FMR Corp.
DATE: April 23, 1997 By: /s/Arthur
Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Abigail P. Johnson Director Portfolio Mgr -
Fidelity
Management &
Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer
SCHEDULE B
Continental Airlines Incorporated
Fourteen Fidelity Fund(s) purchased Shares since February 15,
1997 at the dates and at the prices set forth below. The
transactions were made for cash in open market transactions or
with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
02-19-97 49,700 $29.4941
02-19-97 400 29.4941
02-19-97 5,300 29.4941
02-21-97 200 29.6250
02-25-97 1,900 29.7500
02-26-97 500 29.5000
02-26-97 4,000 29.2500
02-26-97 1,200 29.2500
02-28-97 5,000 28.6250
03-04-97 49,700 29.5636
03-04-97 4,000 28.6250
03-04-97 5,300 29.5636
03-04-97 4,000 29.5636
03-05-97 8,000 29.9381
03-05-97 200 29.9381
03-05-97 49,700 29.9381
03-05-97 5,300 29.9381
03-05-97 400 29.9381
03-06-97 49,700 30.2750
03-06-97 5,300 30.2750
03-10-97 49,700 30.0970
03-10-97 5,300 30.0970
03-11-97 18,100 30.9985
03-11-97 5,000 30.9985
03-11-97 1,900 30.9985
03-11-97 200 31.0000
03-12-97 5,000 31.0000
03-13-97 49,500 31.3364
03-13-97 5,300 31.3364
03-13-97 200 31.3364
03-17-97 22,600 32.2450
03-17-97 2,400 32.2450
03-18-97 200 33.5000
03-18-97 200 33.5000
03-19-97 20,000 32.0313
03-25-97 300 32.6250
03-26-97 22,600 32.7019
03-26-97 40,000 32.7019
03-26-97 2,400 32.7019
04-02-97 49,600 31.0209
04-02-97 49,600 31.0209
04-03-97 5,400 30.7500
04-03-97 5,400 30.7500
04-07-97 100 33.0000
04-08-97 100 32.8433
DATE SHARES PRICE
04-08-97 20,000 32.8433
04-09-97 100 32.1250
04-10-97 7,600 32.0000
04-15-97 100,000 31.1594
04-16-97 100,000 31.9017
04-16-97 17,000 31.9017
04-16-97 5,400 32.2500
04-16-97 49,600 32.2500
SCHEDULE B
Continental Airlines Incorporated
Five Fidelity Fund(s) sold Shares since February 15, 1997, the
dates and at the prices set forth below. The transactions were
made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
02-18-97 2,100 $29.1250
02-25-97 2,900 29.6250
02-18-97 300 29.1250
02-26-97 700 29.5000
02-26-97 900 29.5000
02-28-97 19,100 28.6250
03-03-97 37,800 28.7118
03-04-97 23500 29.4370
03-11-97 300 31.0000
03-24-97 1,000 31.7500
04-08-97 69,000 32.8514
04-09-97 31,000 32.2641
04-16-97 100 31.6250
SCHEDULE B
Continental Airlines Incorporated
Five Account(s) sold Shares since February 15, 1997 at the dates
and at the prices set forth below. The transactions were made
for cash in open market transactions or with other investment
companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
02-28-97 26,500 $28.6250
02-28-97 1,600 28.6250
02-28-97 1,600 28.6250
03-03-97 52,300 28.7118
03-03-97 3,000 28.7118
03-03-97 3,100 28.7118
03-04-97 24,700 29.4370
03-04-97 32,600 29.4370
03-04-97 1,900 29.4370
03-04-97 24,700 29.4370
03-04-97 1,900 29.4370
03-07-97 18,000 29.6875
03-18-97 1,800 33.0000
SCHEDULE B
Continental Airlines Incorporated
FASST sold Shares since February 15, 1997 at the dates and at the
prices set forth below. The transactions were made for cash in
open market transactions or with other investment companies with
the same or an affiliated investment advisor.
DATE SHARES PRICE
02-28-97 1,200 $28.6250
03-03-97 3,800 28.7118
03-04-97 2,200 29.4370