SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
CONTINENTAL AIRLINES, INC.
(Name of Issuer)
CLASS B 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)
January 22, 2001
(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 the 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 2,608,247
OF SHARES
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BENEFICIALLY 8. Shared Voting Power
OWNED BY
EACH
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REPORTING 9. Sole Dispositive Power
PERSON WITH 2,608,247 shares
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,608,247 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 B -4.9%(See Item 5)
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14. Type of Reporting Person
CO
This Amendment No. 7 (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, Amendment No.5 thereto filed on
November 8, 2000, and Amendment No. 6 thereto filed on November 20, 2000.
Capitalized terms used and not defined in this Amendment have the meanings
set forth in the Schedule 13D, as amended.
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Item 1. SECURITY AND ISSUER
Item 1 of the the Schedule 13D, as amended by Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4, Amendment No.5 and Amendment No. 6
thereto, is hereby amended and restated:
The class of equity security to which this statement relates is the
Class B Common Stock, $0.01 par value ("Issuer Class B Common Stock") of
Continental Airlines, Inc., a Delaware corporation (the "Issuer").
On January 22, 2001 each of the 1,975,945 shares of the Issuer's Class A
Common Stock ("Issuer Class A Common Stock")then held by Northwest Airlines
Corporation was reclassified into 1.32 shares of Class B Common Stock.
The principal executive offices of the Issuer are located at 2929 Allen
Parkway, Houston, Texas 77019.
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, Amendment No.5 and Amendment No. 6
thereto, is hereby amended and supplemented by adding the following at the
end thereof:
On January, 22, 2001 the Issuer, Northwest Airlines Holdings
Corporation, Northwest Airlines Corporation, Northwest Airlines, Inc. and Air
Partners, L.P. closed the transactions contemplated by the definitive
agreements entered into by such parties on November 15, 2000 and described
above.
Item 5 INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D, as amended by Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4, Amendment No.5 and Amendment No. 6
thereto, is hereby amended and supplemented by adding the following at the
end thereof:
On January 22, 2001 the Issuer repurchased 6,685,279 shares of Issuer
Class A Common Stock for $450,000,000 from Northwest Airlines Holdings
Corporation and Northwest Airlines Corporation. On the same date, the
remaining 1,975,945 shares of Issuer Class A Common Stock held by Northwest
Airlines Corporation were converted into 2,608,247 shares of Issuer Class B
Common Stock, over which it has sole voting and dispositive power, and which
represent 4.9% of the total outstanding shares of Issuer Class B Common
Stock.
On January 22, 2001, Northwest Airlines Corporation ceased to be the
beneficial owner of more than five percent of Issuer Class A Securities.
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.
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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: January, 25, 2001
NORTHWEST AIRLINES CORPORATION
By: /s/ Douglas M. Steenland
-----------------------------
Douglas M. Steenland
Executive Vice President,
General Counsel and Secretary
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