SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
CONTINENTAL AIRLINES, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
210795209
(CUSIP Number)
DOUGLAS M. STEENLAND
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
TELEPHONE: (612) 727-6500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 15, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d- 1(b)(3) or (4), check the
following
box [ ]
Note: Six copies of this Statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
_______________________________
*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 disclosures provided in a prior cover page.
The information required on 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
he Act (however, see the Notes).
CUSIP No. 210795209
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1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Northwest Airlines Corporation (IRS Identification No. 41-1905580)
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2. Check the Appropriate Box if a Member of a Group
(a)
(b)
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3. SEC Use Only
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4. Source of Funds
OO (See Item 3)
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
State of Delaware
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7. Sole Voting Power
NUMBER -0-
OF SHARES
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BENEFICIALLY 8. Shared Voting Power
OWNED BY 9,514,868 shares
EACH
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REPORTING 9. Sole Dispositive Power
PERSON WITH -0-
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10. Shared Dispositive Power
9,514,868 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,514,868 shares
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12. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row (11)
Class A - 86.7% (See Item 5)
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14. Type of Reporting Person
CO
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This Amendment No. 6 (this "Amendment") amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed on February 4, 1998,
on behalf of Northwest Airlines Holdings Corporation, a Delaware
corporation (formerly Northwest Airlines Corporation, "Holdings"), as
amended by Amendment No. 1 thereto filed on March 5, 1998, Amendment No.
2 thereto filed on May 1, 1998, Amendment No. 3 thereto filed on November
30, 1998, Amendment No. 4 thereto filed on November 2, 2000, and
Amendment No.5 thereto filed on November 8, 2000, relating to the Class A
Common Stock, par value $.01 per share ("Issuer Class A Common Stock"),
of Continental Airlines, Inc., a Delaware corporation (the "Issuer").
Capitalized terms used and not defined in this Amendment have the
meanings set forth in the Schedule 13D, as amended.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D, as amended by Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4 and Amendment No.5 thereto, is
hereby amended and supplemented by adding the following at the end
thereof:
On November 15, 2000 the Issuer, Holdings, Northwest Airlines
Corporation ("Northwest"), Northwest Airlines, Inc. and Air Partners,
L.P. entered into definitive agreements providing for (1) the repurchase
by the Issuer from Northwest and Holdings of 6,685,279 shares of Class A
common stock of the Issuer for $450 million in cash; (2) the
reclassification of each share of Class A common stock of the Issuer into
1.32 shares of Class B common stock of the Issuer (thereby rendering the
remaining 1,975,945 shares of Class A common stock of the Issuer held by
Northwest into 2,608,246 shares of Class B common stock of the Issuer);
(3) the issuance by the Issuer to Northwest Airlines, Inc. of one share
of a new series of preferred stock ("Series B Preferred Stock") for a
nominal price which will give Northwest Airlines, Inc. the right to block
during the term of the Alliance Agreement, or if earlier, until the
Preferred Stock becomes redeemable (a) certain business combinations
involving the Issuer, (b) certain amendments to the Issuer's rights plan
(or certain redemptions of rights thereunder), (c) any dividend or
distribution of all or substantially all of the Issuer's airline assets,
and (d) certain reorganizations and restructuring transactions involving
the Issuer. The share of Series B Preferred Stock will be redeemable by
the Issuer in certain circumstances. The existing alliance agreement
(the "Alliance Agreement") between the Issuer and Northwest Airlines,
Inc. will also be amended to extend its term through December 31, 2025
and to add additional termination rights in the event of certain business
combinations that either the Issuer or Northwest might enter into with a
third party airline.
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Except as described above, and except as described in Amendment No.
1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No.5
Northwest has no plans or proposals which relate to or would result in
any of the matters described in paragraphs (a) to (j) under Item 4 of the
Schedule 13D.
Item 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THEISSUER
The response to Item 4 above is incorporated in this Item 6 by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 14. Omnibus Agreement dated as of November 15, 2000 among
Continental Airlines, Inc., Northwest Airlines
Corporation, Northwest Airlines Holdings Corporation,
Northwest Airlines, Inc. and Air Partners, L.P. (incorporated by
reference to Exhibit 99.2 to Continental Airlines, Inc.'s
Current Report on Form 8-K, filed November 16, 2000
("Continental's Form 8-K"))
Exhibit 15. Amended and Restated Certificate of Incorporation of
Continental Airlines, Inc. (incorporated by reference to
Exhibit 99.3 to Continental's Form 8-K)
Exhibit 16. Termination of Northwest Airlines/Air Partners Voting
Trust Agreement dated as of November 15, 2000 among Continental
Airlines, Inc. and Northwest Airlines Corporation (incorporated
by reference to Exhibit 99.5 to Continental's Form 8-K)
Exhibit 17. Certificate of Designations of Series B Preferred Stock
Continental Airlines, Inc. (incorporated by reference to
Exhibit 99.4 to Continental's Form 8-K)
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Exhibit 18. Termination of Amended and Restated Governance Agreement
dated as of November 15, 2000 among Continental Airlines, Inc.,
Northwest Airlines Corporation and Northwest Airlines Holdings
Corporation (incorporated by reference to Exhibit 99.6 to
Continental's Form 8-K)
Exhibit 19. Termination of Supplemental Agreement dated as of
November 15, 2000 among Continental Airlines, Inc., Northwest
Airlines Corporation and Northwest Airlines Holdings Corporation
(incorporated by reference to Exhibit 99.7 to Continental's
Form 8-K)
Exhibit 20. Standstill Agreement dated as November 15, 2000 among
Continental Airlines, Inc., Northwest Airlines Holdings
Corporation, Northwest Airlines Corporation and Northwest
Airlines, Inc. (incorporated by reference to Exhibit 99.8 to
Continental's Form 8-K)
Exhibit 21. Amendment to Amended and Restated Registration Rights
Agreement dated as of November 15, 2000 among Continental
Airlines, Inc., Air Partners L.P. and Northwest Airlines
Corporation (incorporated by reference to Exhibit 99.9 to
Continental's Form 8-K)
Exhibit 22. Reoffer Purchase Agreement dated as of November 15, 2000
among Continental Airlines, Inc., 1992 Air, Inc., Northwest
Airlines Corporation, Northwest Airlines Holdings Corporation
and Air Partners, L.P. (incorporated by reference to Exhibit
99.10 to Continental's Form 8-K)
Exhibit 23. Amended and Restated Rights Agreement dated as of
November 15, 2000 between Continental Airlines, Inc. and
ChaseMellon Shareholder Services, LLC (incorporated by reference
to Exhibit 99.11 to Continental's Form 8-K)
Exhibit 24. Irrevocable Instruction Pursuant to Voting Trust
Agreement (incorporated by reference to Exhibit 99.12 to
Continental's Form 8-K)
Exhibit 25. Form of Transfer Restriction Agreement (incorporated by
reference to Exhibit 99.13 to Continental's Form 8-K)
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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.
Dated: November 17, 2000
NORTHWEST AIRLINES CORPORATION
By: /s/ Douglas M. Steenland
-----------------------------
Douglas M. Steenland
Executive Vice President,
General Counsel and Secretary
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