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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 and Class B Common Stock
(Title of Class of Securities)
210795209 and 210795308
(CUSIP Number)
James J. O'Brien
201 Main Street, Suite 2420
Fort Worth, Texas 76102
(817) 871-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 27, 1997
(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 / /.
*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).
**The total number of shares reported herein is 8,535,868 and 876,818 of Class
A and Class B shares, respectively, which constitutes approximately 69.3% and
1.8%, respectively, of the total number of Class A and Class B shares
outstanding. The foregoing ownership percentages set forth herein assume that
there are 11,628,998 and 49,001,814 shares of the Class A and Class B Common
Stock, respectively, outstanding pursuant to Rule 13d-3(d)(1)(i) under the
Act. The number of outstanding shares of the Class A and Class B Common Stock
as reported in the Issuer's most recent quarterly report was 8,589,530 and
48,992,814, respectively.
1. Name of Reporting Person:
Air Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: OO-Partnership Contributions
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e): / /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power:
Class A - 5,480,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 5,480,000 (1)
Person With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,519,468 (2)
Class B - 0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/x/ See Item 2.
13. Percent of Class Represented by Amount in Row (11):
Class A - 73.3% (2)(3)
Class B - 0%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, 1992 Air GP and
Air II General, Inc. Additionally, the voting and dispositive power
may, under certain circumstances, be deemed to be shared with, or
may be exercised by, the limited partners of Air Partners, L.P. as
further described in Item 6 hereof.
(2) Includes 3,039,468 shares of Class A Common Stock that may be
acquired upon the exercise of warrants.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 11,628,998 shares of Class A Common Stock outstanding which
includes the warrants to purchase shares of Class A Common Stock
held by Air Partners, L.P. but does not include warrants held by any
other persons.
1. Name of Reporting Person:
1992 Air GP
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e): / /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of 8. Shared Voting Power:
Shares Class A - 5,480,000 (1)(2)
Beneficially
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person With
10. Shared Dispositive Power:
Class A - 5,480,000 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,519,468 (2)(3)
Class B - 0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/x/ See Item 2.
13. Percent of Class Represented by Amount in Row (11):
Class A - 73.3% (3)(4)
Class B - 0%
14. Type of Reporting Person: PN
- -------------
(1) Power is exercised through its majority general partner, 1992 Air,
Inc.
(2) Solely in its capacity as one of two general partners of Air
Partners, L.P. The voting and dispositive power may, under certain
circumstances, be deemed to be shared with, or may be exercised by,
the limited partners of Air Partners, L.P. as further described in
Item 6 hereof.
(3) Includes 3,039,468 shares of Class A Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 11,628,998 shares of Class A Common Stock outstanding which
includes the warrants to purchase shares of Class A Common Stock
held by Air Partners, L.P. but does not include warrants held by any
other persons.
1. Name of Reporting Person:
Air II General, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e): / /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of 8. Shared Voting Power:
Shares Class A - 5,480,000 (1)(2)
Beneficially
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person With 10. Shared Dispositive Power:
Class A - 5,480,000 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,519,468 (2)(3)
Class B - 0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/x/ See Item 2.
13. Percent of Class Represented by Amount in Row (11):
Class A - 73.3% (3)(4)
Class B - 0%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its controlling shareholder, David
Bonderman.
(2) Solely in its capacity as one of two general partners of Air
Partners, L.P. The voting and dispositive power may, under certain
circumstances, be deemed to be shared with, or may be exercised by,
the limited partners of Air Partners, L.P. as further described in
Item 6 hereof.
(3) Includes 3,039,468 shares of Class A Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 11,628,998 shares of Class A Common Stock outstanding which
includes the warrants to purchase shares of Class A Common Stock
held by Air Partners, L.P. but does not include warrants held by any
other persons.
1. Name of Reporting Person:
1992 Air, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e): / /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of 8. Shared Voting Power:
Shares Class A - 5,480,000 (1)(2)
Beneficially
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person With
10. Shared Dispositive Power:
Class A - 5,480,000 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,519,468 (2)(3)
Class B - 0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/x/ See Item 2.
13. Percent of Class Represented by Amount in Row (11):
Class A - 73.3% (3)(4)
Class B - 0%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its controlling shareholder, David
Bonderman.
(2) Solely in its capacity as the majority general partner of 1992 Air
GP. The voting and dispositive power with respect to the shares of
Class A Common Stock held by Air Partners, L.P. may, under certain
circumstances, be deemed to be shared with, or may be exercised by,
the limited partners of Air Partners, L.P. as further described in
Item 6 hereof.
(3) Includes 3,039,468 shares of Class A Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 11,628,998 shares of Class A Common Stock outstanding which
includes the warrants to purchase shares of Class A Common Stock
held by Air Partners, L.P. but does not include warrants held by any
other persons.
1. Name of Reporting Person:
David Bonderman
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e): / /
6. Citizenship or Place of Organization: David Bonderman is a citizen
of the United States of America.
7. Sole Voting Power:
Class A - 16,400 (1)
Class B - 867,816 (2)
Number of 8. Shared Voting Power:
Shares Class A - 5,480,000 (3)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 16,400(1)
Person With Class B - 867,816 (2)
10. Shared Dispositive Power:
Class A - 5,480,000 (3)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,535,868 (1)(3)(4)
Class B - 876,816 (2)(7)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/x/ See Item 2.
13. Percent of Class Represented by Amount in Row (11):
Class A - 73.4% (4)(5)
Class B - 1.8% (2)(6)(7)
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as general partner of the Bonderman Family
Limited Partnership with respect to 16,400 shares.
(2) Solely in his capacity as general partner of the Bonderman Family
Limited Partnership with respect to 682,448 shares.
(3) Solely in his capacities as the controlling shareholder of each of
Air II General, Inc. and 1992 Air, Inc. with respect to 5,480,000
shares Class A Common Stock held by Air Partners, L.P. The voting
and dispositive power with respect to the shares of Class A Common
Stock held by Air Partners, L.P. may, under certain circumstances,
be deemed to be shared with, or may be exercised by, the limited
partners of Air Partners, L.P. as further described in Item 6
hereof.
(4) Includes 3,039,468 shares of Class A Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 11,628,998 shares of Class A Common Stock outstanding which
includes the warrants to purchase shares of Class A Common Stock
held by Air Partners, L.P. but does not include warrants held by any
other persons.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 49,001,814 shares of Class B Common Stock outstanding which
includes the director options held by Mr. Bonderman.
(7) Includes 9,000 shares of Class B Common Stock that may be acquired
by Mr. Bonderman upon the exercise of outside director stock
options.
1. Name of Reporting Person:
Bonderman Family Limited Partnership
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e): / /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power:
Class A - 16,400 (1)
Class B - 682,448 (1)
Number of 8. Shared Voting Power:
Shares Class A - 92,645 (2)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 16,400 (1)
Person With Class B - 682,448 (1)
10. Shared Dispositive Power:
Class A - 92,645 (2)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 160,430 (2)(3)
Class B - 682,448
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/x/ See Item 2.
13. Percent of Class Represented by Amount in Row (11):
Class A - 1.9% (3)(4)
Class B - 1.4% (5)
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its general partner, David Bonderman.
(2) Bonderman Family Limited Partnership also holds a limited
partnership interest in Air Partners, L.P. On the basis of certain
provisions of the Partnership Agreement, Bonderman Family Limited
Partnership may be deemed to beneficially own the shares of Class A
Common Stock beneficially owned by Air Partners, L.P. that are
attributable to such limited partnership interest. Pursuant to Rule
13d-4 under the Act, Bonderman Family Limited Partnership disclaims
beneficial ownership of all such shares.
(3) Includes 51,385 shares of Class A Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to the limited partnership interest in Air Partners,
L.P. held by Bonderman Family Limited Partnership.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 8,640,915 shares of Class A Common Stock outstanding which
includes the warrants to purchase Class A Common Stock held by Air
Partners, L.P. and attributable to the Bonderman Family Limited
Partnership pursuant to the Partnership Agreement but does not
include warrants held by any other persons.
(5) Percentage is based on 48,992,814 outstanding shares of Class B
Common Stock.
1. Name of Reporting Person:
Bondo Air Limited Partnership
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e): / /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares 8. Shared Voting Power:
Beneficially Class A - 926,460 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person With
10. Shared Dispositive Power:
Class A - 926,460 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 1,440,319 (1)(2)
Class B - 0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/X/ See Item 2.
13. Percent of Class Represented by Amount in Row (11):
Class A - 15.8% (2)(3)
Class B - 0%
14. Type of Reporting Person: PN
- -----------
(1) Solely in its capacity as a limited partner of Air Partners, L.P.
On the basis of certain provisions of the Partnership Agreement,
Bondo Air Limited Partnership ("Bondo Air") may be deemed to
beneficially own the shares of Class A Common Stock beneficially
owned by Air Partners, L.P. that are attributable to such limited
partnership interests. Pursuant to Rule 13d-4 under the Act, Bondo
Air disclaims beneficial ownership of all such shares.
(2) Includes 513,859 shares of Class A Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to the limited partnership interest in Air Partners,
L.P. held by Bondo Air.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 9,103,389 shares of Class A Common Stock outstanding which
includes the warrants to purchase Class A Common Stock held by Air
Partners, L.P. and attributable to the limited partnership interest
held by Bondo Air pursuant to the Partnership Agreement but does not
include warrants held by any other persons.
1. Name of Reporting Person:
Alfredo Brener
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e): / /
6. Citizenship or Place of Organization: Alfredo Brener is a citizen of
Mexico.
7. Sole Voting Power: -0-
Number of
Shares 8. Shared Voting Power:
Beneficially Class A - 912,563 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person With
10. Shared Dispositive Power:
Class A - 912,563 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 1,418,714 (1)(2)
Class B - 0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/x/ See Item 2.
13. Percent of Class Represented by Amount in Row (11):
Class A - 15.6% (2)(3)
Class B - 0%
14. Type of Reporting Person: IN
- ------------
(1) Because Alfredo Brener, through a limited partnership whose
corporate general partner he controls, owns warrants to purchase a
98.5% limited partnership interest in Bondo Air, and on the basis of
certain provisions of the limited partnership agreement of Bondo
Air, Alfredo Brener may be deemed to beneficially own 98.5% of the
shares of Class A Common Stock beneficially owned by Bondo Air or
that may be deemed to be beneficially owned by Bondo Air that are
attributable to Bondo Air's limited partnership interest in Air
Partners. Pursuant to Rule 13d-4 under the Act, Mr. Brener
disclaims beneficial ownership of all such shares.
(2) Includes 506,151 shares of Class A Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to 98.5% of the limited partnership interest in Air
Partners, L.P. held by Bondo Air.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 9,095,681 shares of Class A Common Stock outstanding which
includes the warrants to purchase Class A Common Stock held by Air
Partners, L.P. and attributable to Bondo Air Limited Partnership
pursuant to the Partnership Agreement but does not include warrants
held by any other persons.
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated August
8, 1995, as amended by Amendment No. 1 dated August 11, 1995, Amendment No. 2
dated April 3, 1996, Amendment No. 3 dated April 26, 1996, Amendment No. 4
dated May 13, 1996 and Amendment No. 5 dated December 6, 1996 (the "Schedule
13D"), relating to the shares of Class A Common Stock, par value $.01 per
share ("Class A Stock"), and Class B Common Stock, par value $.01 per share
("Class B Stock"), of Continental Airlines, Inc. (the "Issuer"). Unless
otherwise indicated, all defined terms used herein shall have the same
meanings respectively ascribed to them in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 are hereby amended and restated in their
entireties as follows:
(a)
AIR PARTNERS
The aggregate number of shares of the Class A Stock that Air Partners
owns beneficially, pursuant to Rule 13d-3 under the Act, is 8,519,468, which
constitutes approximately 73.3% of the 11,628,998 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
1992 AIR GP
Because of its position as one of two general partners of Air
Partners, 1992 Air GP may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 8,519,468 shares of the Class A Stock, which
constitutes approximately 73.3% of the 11,628,998 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
AIR II
Because of its position as one of two general partners of Air
Partners, Air II may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 8,519,468 shares of the Class A Stock, which constitutes
approximately 73.3% of the 11,628,998 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
AIR, INC.
Because of its position as one of two general partners of 1992 Air
GP, Air, Inc., may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 8,519,468 shares of the Class A Stock, which constitutes
approximately 73.3% of the 11,628,998 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
BONDERMAN
Because of his position as the controlling shareholder of each of Air
II and Air, Inc., and as the general partner of Bonderman Family, and because
he holds director stock options to acquire 9,000 shares of the Class B Stock,
and because of his direct ownership of 185,368 shares of the Class B Stock,
Bonderman may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of (i) 8,535,868 shares of the Class A Stock, which
constitutes approximately 73.4% of the 11,628,998 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) an
aggregate 876,816 shares of the Class B Stock, which constitutes approximately
1.8% of the 49,001,814 shares of such stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i) under the Act.
BONDERMAN FAMILY
The aggregate number of shares of the Class A Stock that Bonderman
Family owns, or may be deemed to own, beneficially, pursuant to Rule 13d-3
under the Act, is 160,430, 16,400 shares of which Bonderman Family owns
directly and 144,030 shares of which Bonderman Family may be deemed to own
beneficially because of its position as a limited partner of Air Partners, and
on the basis of certain provisions of the Partnership Agreement. In the
aggregate, such shares of Class A Stock constitute approximately 1.9% of the
8,640,915 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act. The aggregate number of shares of the Class B Stock
that Bonderman Family owns, beneficially, pursuant to Rule 13d-3 under the
Act, is 682,448 which constitutes approximately 1.4% of the 48,992,814 shares
of such stock outstanding. Pursuant to Rule 13d-4 under the Act, Bonderman
Family disclaims beneficial ownership of all such shares attributable to
Bonderman Family's limited partnership interest in Air Partners.
BONDO AIR
Because of its position as a limited partner of Air Partners, and on
the basis of certain provisions of the Partnership Agreement, Bondo Air may,
pursuant to Rule 13d-3 of the Act, be deemed to own beneficially 1,440,319
shares of the Class A Stock, which constitutes approximately 15.8% of the
9,103,389 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act. Pursuant to Rule 13d-4 under the Act, Bondo Air
disclaims beneficial ownership of all such shares attributable to Bondo Air's
limited partnership interest in Air Partners.
BRENER
Because of his ownership, through a limited partnership whose
corporate general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, and on the basis of certain provisions of
the limited partnership agreement of Bondo Air and the Partnership Agreement,
Brener may, pursuant to Rule 13d-3 under the Act, be deemed to be the
beneficial owner of 1,418,714 shares of the Class A Stock, which constitutes
approximately 15.6% of the 9,095,681 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act. Pursuant to Rule 13d-4 under
the Act, Brener disclaims beneficial ownership of all such shares attributable
to Bondo Air's limited partnership interest in Air Partners.
To the best knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in response to Item 2(a) herein
is the beneficial owner of any shares of the Class A Stock or the Class B
Stock.
(b)
AIR PARTNERS
Acting through its two general partners, Air Partners has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 5,480,000 shares of the Class A Stock. Additionally, the
voting and dispositive power with respect to such shares of Class A Common
Stock held by Air Partners may, under certain circumstances, be deemed to be
shared with, or may be exercised by, the limited partners of Air Partners as
further described in Item 6 hereof.
1992 AIR GP
In its capacity as one of two general partners of Air Partners, and
acting through its majority general partner, 1992 Air GP has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
5,480,000 shares of the Class A Stock.
AIR II
In its capacity as one of two general partners of Air Partners, and
acting through its controlling shareholder, Air II has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
5,480,000 shares of the Class A Stock.
AIR, INC.
In its capacity as the majority general partner of 1992 Air GP, and
acting through its controlling shareholder, Air, Inc. has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
5,480,000 shares of the Class A Stock.
BONDERMAN
In his capacity as the controlling shareholder of each of Air II and
Air, Inc., Bonderman has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 5,480,000 shares of the Class A Stock.
In his capacity as sole general partner of Bonderman Family, Bonderman has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 16,400 shares of the Class A Stock and 682,448 shares of the
Class B Stock. Bonderman has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 185,368 shares of Class B Stock.
Additionally, because of Bonderman's ownership of direct and indirect limited
partnership interests in Air Partners, and on the basis of certain provisions
of the Partnership Agreement, Bonderman may be deemed to have shared power to
vote or to direct the vote and to dispose or to direct the disposition of
shares of Class A Stock beneficially owned by Air Partners attributable to
such limited partnership interests in Air Partners.
BONDERMAN FAMILY
Acting through its sole general partner, Bonderman Family has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 16,400 shares of the Class A Stock and 682,448 shares of the
Class B Stock. Additionally, because of its ownership of a limited
partnership interest in Air Partners, and on the basis of certain provisions
of the Partnership Agreement, Bonderman Family may be deemed to have shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 92,645 shares of Class A Stock.
BONDO AIR
In its capacity as a limited partner of Air Partners, and on the
basis of certain provisions of the Partnership Agreement, Bondo Air may be
deemed to have shared power to vote or to direct the vote and to dispose or to
direct the disposition of 926,460 shares of the Class A Stock attributable to
Bondo Air's limited partnership interest in Air Partners.
BRENER
Because of his ownership, through a limited partnership whose
corporate general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, and on the basis of certain provisions of
the limited partnership agreement of Bondo Air and the Partnership Agreement,
Brener may be deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 912,563 shares of the Class A Stock
attributable to Bondo Air's limited partnership interest in Air Partners.
(c) On May 27, 1997, Air Partners entered into a Warrant Purchase
Agreement with the Issuer pursuant to which the Issuer agreed to purchase from
Air Partners warrants to purchase 3,842,542 shares of the Class B Stock for an
aggregate purchase price of $94,210,992. The purchase price represents the
intrinsic value of the warrants (the difference between the closing market
price of the Class B Stock on May 27, 1997, and the applicable exercise
price). Air Partners sold to the Issuer 2,314,687 warrants exercisable for
$7.50 per share and 1,527,855 warrants exercisable for $15.00 per share.
Based on the closing price for the Class B Stock of $35.00 per share on May
27, 1997, the per share price of the warrants was $27.50 per share for the
$7.50 warrants and $20.00 per share for the $15.00 warrants. The transaction
closed on June 2, 1997.
The description set forth herein of the Warrant Purchase Agreement
is qualified in its entirety by reference to such agreement, which is being
filed as an exhibit to this Schedule 13D and is hereby incorporated herein by
reference.
On June 2, 1997, Air Partners distributed its remaining warrants to
purchase 308,343 shares of Class B Stock to one of its limited partners.
On June 6, 1997, Air Inc. sold 127,304 shares of the Class B Stock
in an open market transaction on the New York Stock Exchange at a price of
$35.38 per share.
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in the shares of the
Class A Stock or Class B Stock since the most recent filing on Schedule 13D.
(d) No material change.
Paragraph (e) is hereby amended and restated as follows:
(e) On May 27, 1997, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the outstanding shares of Class
B Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby partially amended by adding at the end thereof, the
following:
As described in Item 5(c) herein, Air Partners and the Issuer entered
into a Warrant Purchase Agreement dated May 27, 1997, a copy of which is being
filed herewith as an exhibit to this Schedule 13D.
The Limited Partnership Agreement of Air partners, as amended by the
first amendment thereto (previously filed herewith as Exhibit 99.2), has been
further amended by the Second Amendment to the Amended and Restated Limited
Partnership Agreement effective as of August 7, 1995 (the "Second Amendment")
and the Third Amendment to the Amended and Restated Limited Partnership
Agreement effective as of May 22, 1997 (the "Third Amendment"). The
descriptions set forth in this Item 6 of the Second and Third Amendments do
not purport to be complete and are qualified in their entireties by reference
to such Amendments, copies of which are being filed as Exhibit 99.3.
Second Amendment. As previously described in Item 5(c) of Amendment
No. 1 to this Schedule 13D filed August 11, 1995, Air Partners purchased from
Air Canada certain Anti-Dilution Rights under Article Seventh of the Issuer's
Certificate of Incorporation covering an aggregate of 324,453 shares of the
Class B Stock, which rights were exercised August 10, 1995 as disclosed in
such Amendment No. 1. The Second Amendment provided for the contribution of
funds by the Partners of Air Partners to fund such purchase and the
attribution of ownership of such shares of Class B Stock purchased on August
11, 1995.
Third Amendment. The Third Amendment was executed in connection with
the sale reported herein of warrants to purchase shares of Class B Stock to
the Issuer. Pursuant to the Third Amendment, one limited partner elected to
receive a distribution of warrants to purchase shares of Class B Stock in lieu
of a cash distribution. In addition, certain sums owed to the General Partner
under Section 4.09(e)(iv) of the Partnership Agreement will be paid, pursuant
to the Third Amendment, in the form of a distribution of shares of Class A
Stock or the designation of shares of Class A Stock as Retained Shares of the
General Partner (as defined in the Partnership Agreement), as elected by the
General Partner.
Except as disclosed in this Schedule 13D (including the original
Schedule 13D filing, as amended), the Reporting Persons know of no contracts,
arrangements, understandings or relationships between or among themselves, or
between the Reporting Persons and any other person, with respect to any
securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 4.1 Subscription and Stockholders' Agreement, dated as of April 27,
1993, among Air Partners, Air Canada and the Issuer, previously
filed.
Exhibit 4.2 Warrant Agreement, dated as of April 27, 1993, by and between
the Issuer and the Warrant Agent as defined therein, previously
filed.
Exhibit 4.3 Registration Rights Agreement dated as of April 27, 1993, among
Air Partners, Air Canada and the Issuer, previously filed.
Exhibit 4.4 Form of Lock Up Agreement between Air Partners and Goldman Sachs
International, previously filed.
Exhibit 4.5 Form of Lock Up Agreement between each Partner of Air Partners
and the Issuer, previously filed.
Exhibit 4.6 Form of Assignment of Registration Rights by Air Partners
in favor of each Partner of Air Partners, previously filed.
Exhibit 4.7 Amendment to Subscription and Stockholders' Agreement, dated as
of April 19, 1996, among Air Partners, Air Canada and the
Issuer, previously filed.
Exhibit 4.8 Amended and Restated Registration Rights Agreement, dated as of
April 19, 1996 among the Issuer, Air Partners, and Air Canada,
previously filed.
Exhibit 4.9 Warrant Purchase Agreement, dated as of May 2, 1996, by and
between the Issuer and Air Partners, previously filed.
Exhibit 4.10 Warrant Purchase Agreement, dated as of May 27, 1997, by and
between the Issuer and Air Partners filed herewith.
Exhibit 24.1 Power of Attorney dated August 7, 1995 by Alfredo Brener,
previously filed.
Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.2 Amended and Restated Limited Partnership Agreement of Air
Partners, L. P., together with the first amendment thereto,
previously filed.
Exhibit 99.3 Second and Third Amendments to the Amended and Restated Limited
Partnership Agreement of Air Partners, L.P., filed herewith.
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: June 6, 1997
AIR PARTNERS, L.P.
By: 1992 AIR GP,
General Partner
By: 1992 AIR, INC.,
General Partner
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
1992 AIR GP
By: 1992 AIR, INC.,
General Partner
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
AIR II GENERAL, INC.
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
1992 AIR, INC.
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
/s/James J. O'Brien
James J. O'Brien,
Attorney-in-Fact for each of:
DAVID BONDERMAN (1)
ALFREDO BRENER (2)
BONDERMAN FAMILY LIMITED PARTNERSHIP
By: David Bonderman, general partner
By:/s/James J. O'Brien,
Attorney-in-Fact for DAVID BONDERMAN(1)
BONDO AIR LIMITED PARTNERSHIP
By: 1992 AIR, INC.,
General Partner
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
(1) A Power of Attorney authorizing James J. O'Brien to act on behalf of
David Bonderman was previously filed with the Commission.
(2) A Power of Attorney authorizing James J. O'Brien to act on behalf of
Alfredo Brener was previously filed with the Commission.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Subscription and Stockholders' Agreement, dated as of April
27, 1993, among Air Partners, Air Canada and the Issuer,
previously filed.
4.2 Warrant Agreement, dated as of April 27, 1993, by and between
the Issuer and the Warrant Agent as defined therein,
previously filed.
4.3 Registration Rights Agreement dated as of April 27, 1993, among
Air Partners, Air Canada and the Issuer, previously filed.
4.4 Form of Lock Up Agreement between Air Partners and Goldman
Sachs International, previously filed.
4.5 Form of Lock Up Agreement between each Partner of Air
Partners and the Issuer, previously filed.
4.6 Form of Assignment of Registration Rights by Air Partners in
favor of each Partner of Air Partners, previously filed.
4.7 Amendment to Subscription and Stockholders' Agreement, dated
as of April 19, 1996, among Air Partners, Air Canada and the
Issuer, previously filed.
4.8 Amended and Restated Registration Rights Agreement, dated as
of April 19, 1996 among the Issuer, Air Partners, and Air
Canada, previously filed.
4.9 Warrant Purchase Agreement, dated as of May 2, 1996, by and
between the Issuer and Air Partners, previously filed.
4.10 Warrant Purchase Agreement, dated as of May 27, 1997, by and
between the Issuer and Air Partners filed herewith.
24.1 Power of Attorney dated August 7, 1995 by Alfredo Brener,
previously filed.
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
99.2 Amended and Restated Limited Partnership Agreement of Air
Partners, L. P., together with the first amendment thereto,
previously filed.
99.3 Second and Third Amendments to the Amended and Restated Limited
Partnership Agreement of Air Partners, L.P., filed herewith.
EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.
AIR PARTNERS, L.P.
By: 1992 AIR GP,
General Partner
By: 1992 AIR, INC.,
General Partner
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
1992 AIR GP
By: 1992 AIR, INC.,
General Partner
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
AIR II GENERAL, INC.
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
1992 AIR, INC.
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
/s/James J. O'Brien
James J. O'Brien,
Attorney-in-Fact for each of:
DAVID BONDERMAN (1)
ALFREDO BRENER (2)
BONDERMAN FAMILY LIMITED PARTNERSHIP
By: David Bonderman, general partner
By:/s/James J. O'Brien,
Attorney-in-Fact for DAVID BONDERMAN(1)
BONDO AIR LIMITED PARTNERSHIP
By: 1992 AIR, INC.,
General Partner
By:/s/James J. O'Brien
James J. O'Brien,
Vice President
(1) A Power of Attorney authorizing James J. O'Brien to act on behalf of
David Bonderman was previously filed with the Commission.
(2) A Power of Attorney authorizing James J. O'Brien to act on behalf of
Alfredo Brener was previously filed with the Commission.
EXHIBIT 4.10
WARRANT PURCHASE AGREEMENT
This WARRANT PURCHASE AGREEMENT, dated as of May 27, 1997 (the
"Agreement") is by and between Continental Airlines, Inc., a Delaware
corporation (the "Company") and Air Partners, L.P., a Texas limited
partnership ("Air Partners").
RECITALS
WHEREAS, Air Partners is the record owner of warrants to purchase up to
4,150,885 shares of Class B common stock, par value $.01 per share (Class B
common stock") of the Company (the "Warrants"), issued pursuant to that
certain Warrant Agreement dated as of April 27, 1993 between the Company in
its corporate capacity and the Company in its capacity as warrant agent (the
"Warrant Agreement"), consisting of (i) Warrants to purchase 2,500,821 shares
of Class B common stock having a Warrant Price of $7.50 per share (the "$7.50
Warrants") and (ii) Warrants to purchase 1,650,064 shares of Class B common
stock having a Warrant Price of $15.00 per share (the "$15.00 Warrants"); and
WHEREAS, Air Partners desires to sell, and the Company desires to
purchase, certain of the Warrants, on the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations hereinafter set forth, the parties hereto agree as follows:
1. Air Partners agrees to sell, and the Company agrees to purchase, (i)
$7.50 Warrants to purchase 2,314,687 shares of Class B common stock (the
"Purchased $7.50 Warrants") at a price (on a per Warrant basis) equal to the
positive difference between the Market Price per Share and $7.50 (the
"Intrinsic Value of the $7.50 Warrants"), and (ii) $15.00 Warrants to purchase
1,527,855 shares of Class B common stock (the "Purchased $15.00 Warrants" and
together with the Purchased $7.50 Warrants, the "Purchased Warrants") at a
price (on a per Warrant basis) equal to the positive difference between the
Market Price per Share and $15.00 (the "Intrinsic Value of the $15.00
Warrants"). As used herein, Market Price per Share shall mean the per share
closing price, regular way, of the Class B common stock on the New York Stock
Exchange, Inc. on the date hereof, which the parties agree is $35.00 per
share. The closing of the purchase and sale of the Purchased Warrants shall
take place on June 2, 1997 (the "Closing Date") at the principal offices of
the Company at 2929 Allen Parkway, Suite 2010, Houston, Texas.
2. On the Closing Date, (a) Air Partners will transfer to the Company full
right, title and interest in and to the Purchased Warrants, free and clear of
any and all mortgages, liens, pledges, charges, security interests,
encumbrances or adverse claims of any kind or nature in respect of such
Purchased Warrants, and shall deliver to the Company a certificate or
certificates representing such Purchased Warrants, in each case duly endorsed
for transfer or accompanied by appropriate transfer powers duly endorsed, and
(b) the Company shall pay Air Partners, in full payment for the Purchased
Warrants, an amount equal to the sum of (i) the Intrinsic Value of the $7.50
Warrants multiplied by 2,314,687, and (ii) the Intrinsic Value of the $15.00
Warrants multiplied by 1,527,855, which amount (totalling $94,210,992.50)
shall be wire transferred in immediately available funds to a bank account
within the United States specified by Air Partners to the Company in writing
prior to the Closing Date.
3. The Company's obligation to purchase the Purchased Warrants shall be
subject to the satisfaction or written waiver by Continental of the following
condition: (i) no preliminary or permanent injunction or other order against
the purchase of the Purchased Warrants issued by any federal, state or other
court of competent jurisdiction within or without the United States shall be
in effect.
4. (a) This Agreement may be altered or amended only with the written
consent of both parties. This Agreement is not assignable, and shall be
governed by, and construed in accordance with, the laws of the State of New
York. This Agreement is not intended to confer any benefits upon, or create
any rights in favor of, any person other than the parties hereto. This
Agreement constitutes the entire agreement between the parties hereto relating
to the subject matter hereof, and all prior agreements or understandings,
written or oral, with respect thereto are superseded hereby. This Agreement
may be executed by the parties in counterparts, each of which sh all be deemed
an original, but all of which together shall constitute one and the same
instrument.
(b) All notices and other communications required or permitted
hereunder shall be in writing and shall be delivered (i) by personal delivery
or (ii) by sending a facsimile transmission of a copy of such writing,
addressed as follows:
if to the Company:
Continental Airlines, Inc.
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
Attention: Chief Financial Officer and General Counsel
Fax: 713 834-2687
if to Air Partners:
Air Partners, L.P.
201 Main Street, Suite 2420
Fort Worth, Texas 76102
Attn: James G. Coulter
Fax: 817 871-4010
All notices and other communications hereunder shall be deemed to have been
given upon actual delivery when given by personal delivery, and upon receipt
of facsimile confirmation when delivered by facsimile transmission.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CONTINENTAL AIRLINES, INC.
By:/s/ Lawrence W. Kellner
Lawrence W. Kellner
Executive Vice President
AIR PARTNERS, L.P.
By: 1992 Air GP, as General Partner
By: 1992 Air, Inc., as General
Partner
By:/s/ James J. O'Brien
Name: James J. O'Brien
Title: V.P.
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
AIR PARTNERS, L.P.
This Second Amendment ("Amendment") to the Amended and Restated Limited
Partnership Agreement of Air Partners, L.P. is entered into effective as of
the 7th day of August, 1995 (the "Second Amendment Effective Date") by and
among 1992 Air GP, a Texas general partnership ("1992 Air") and Air II
General, Inc., a Texas corporation ("Air II") as the general partners, and
each person executing a counterpart Limited Partner Signature Page as the
limited partners.
RECITALS
A. Air Partners, L.P. (the "Partnership") was formed pursuant to that
certain Limited Partnership Agreement of the Partnership dated as of August
19, 1992 (the "Original Agreement"). The Original Agreement was amended and
restated in its entirety pursuant to that certain Amended and Restated Limited
Partnership Agreement of the Partnership (the "Restated Agreement"). The
Restated Agreement was amended by that certain First Amendment to the Restated
Agreement dated as of July 25, 1995 (the "First Amendment"). The Restated
Agreement as amended by the First Amendment is referred to herein as the
"Current Agreement").
B. Air Canada has the opportunity to purchase additional Securities
(as defined in the Restated Agreement) in New Continental (as defined in the
Restated Agreement) and has made such opportunity available to the Partnership
as more fully described herein.
C. Certain of the parties hereto desire to provide funding in order
for the Partnership to purchase the additional Securities described in B above
for the benefit of those parties who fund such purchase.
Now therefore, for and in consideration of the mutual promises
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the undersigned hereby agree
as follows:
1. All capitalized terms used and not otherwise defined herein shall
have the meanings given them in the Current Agreement.
2. Pursuant to Recital B above, the Partnership has the opportunity
to acquire the additional Class B shares in New Continental at the prices set
forth below:
Shares Price Per Share Total Cost
324,453 $19.236 $6,241,178
3. The Partnership desires to purchase the Securities described in
Section 2 above. Without regard to the limitations set forth in Section
3.01(b) of the Restated Agreement, each of the undersigned listed as a
contributing partner has agreed to contribute, in cash or by wire transfer of
immediately available funds, to the Partnership as Additional Capital
Contributions, on the Second Amendment Effective Date, its pro rata share, by
the Percentages shown on Exhibit A hereto, of the amount set forth in Section
2 above as detailed on Exhibit A attached hereto and made a part hereof. The
Securities acquired hereunder shall be subject to all of the provisions of the
Restated Agreement (as amended hereto) except that they shall be treated for
all purposes as a new Securities Type owned solely by those persons making
contributions hereunder notwithstanding the fact that such Securities are of
the same type as certain of the Initial Securities. The amounts designated
under the column "Investment Capital" on Exhibit A shall be treated as
Investment Capital contributed on the date contributed for all purposes. The
Partners shall receive all rights in the Securities acquired hereunder as are
provided for securities of the similar Initial Securities Type under the
Restated Agreement; provided that, the newly acquired Securities shall at all
times be considered as a separate Securities Type and shall be treated
separate from any other Securities held by the Partnership. 1992 Air is
hereby authorized to enter into any agreements with Air Canada and New
Continental to reflect the foregoing.
4. In the event one or more of the current Partners of the Partnership
decline to participate in the opportunity provided in this Amendment, such
opportunity shall be offered to each of the other Partners on a pro rata basis
(by the percentages shown on Exhibit A). In the event not all of such amount
is taken by current Partners, then the General Partner shall be permitted,
pursuant to Section 5.04(a)(ii) of the Current Agreement, to admit one or more
new Limited Partners to the Partnership to participate solely with respect to
the acquisition described herein (in the amounts to be shown on such
Partner(s) Limited Partner Signature Pages and on Exhibit A hereto). Any such
New Partner hereby agrees by its execution hereof to be bound by the Current
Agreement, as amended hereby, and further acknowledges that it has no claim to
any of the Securities acquired by the Partnership prior to the Second
Amendment Effective Date. In the event not all of the Partners are funding
partners, then once the final funding is determined, the General Partner shall
prepare a revised Exhibit A hereto and shall distribute it to each of the
Partners.
5. Notwithstanding anything to the contrary contained in the Restated
Agreement, the Management Fee payable with respect to the Securities acquired
hereunder shall be borne only by those persons participating in the purchase
of such additional Securities and shall accrue from the date hereof and be
payable only from proceeds and income generated by the Partnership, and shall
not be payable from any Capital Contributions of the Partners.
6. 1992 Air shall, upon any disposition of Class B Common Stock of the
Partnership, specifically track the Securities being disposed of in order to
determine whether such Securities are part of the Securities acquired pursuant
to the Restated Agreement and/or the First Amendment and/or this Amendment so
that the proper rights with respect to such Securities, including the right to
distributions, are provided to the appropriate Partners.
7. Except as amended hereby, the Current Agreement shall remain in full
force and effect, and each person executing this Amendment hereby acknowledges
the same.
8. Those Partners executing this Agreement who are designated as
agreeing to this Amendment but not participating in the acquisition hereby
agree to the actions taken hereunder but are not actually participating in the
acquisition of the additional Securities.
9. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original for all purposes and all of which when taken
together shall constitute a single counterpart instrument. All of the
counterpart pages shall be read as though one and shall have the same force
and effect as if all of the parties had executed a single signature page.
In witness whereof, each of the undersigned has executed this Amendment
to be effective as of the Amendment Effective Date.
GENERAL PARTNERS
1992 AIR GP, a Texas general partnership
By: 1992 Air, Inc., a Texas corporation,
general partner
By: /s/ 1992 Air, Inc.
Title:
AIR II GENERAL, INC., a Texas corporation
By: /s/ Air II General, Inc.
Title:
LIMITED PARTNERS SIGNATURE PAGES INTENTIONALLY OMITTED
EXHIBIT A
INVESTMENT INITIAL
PARTNER CAPITAL APPORTIONMENT
1992 Air GP $ 62,420. 1.0001%
Air II General 6,241. 0.1000%
David Bonderman 440,900. 7.0644%
Bonderman Family LP 124,751. 1.9988%
Larry L. Hillblom 0. 0.0000%
DHL Management Svc. 884,114. 13.5249%
Lectair Partners 714,048. 11.4409%
Sun America 799,082. 12.8034%
Eli Broad 532,711. 8.5354%
American General 0. 0.0000%
Donald Sturm 1,331,811. 21.3391%
Conair Limited Partners 137,590. 2.2046%
Bondo Air 1,248,505. 19.9883%
$6,242,174. 100.0000%
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
AIR PARTNERS, L.P.
This Third Amendment ("Amendment") to the Amended and Restated Limited
Partnership Agreement of Air Partners, L.P. is entered into effective as of
the 22nd day of May, 1997 (the "Third Amendment Effective Date") by and among
1992 Air GP, a Texas general partnership ("1992 Air") and Air II General,
Inc., a Texas corporation ("Air II") as the general partners, and each person
executing a counterpart Limited Partner Signature Page as the limited
partners.
RECITALS
A. Air Partners, L.P. (the "Partnership") was formed pursuant to that
certain Limited Partnership Agreement of the Partnership dated as of August
19, 1992 (the "Original Agreement"). The Original Agreement was amended and
restated in its entirety pursuant to that certain Amended and Restated Limited
Partnership Agreement of the Partnership (the "Restated Agreement"). The
Restated Agreement was amended by that certain First Amendment to the Restated
Agreement dated as of July 25, 1995 (the "First Amendment") and that certain
Second Amendment to the Restated Agreement dated as of August 7, 1995. The
Restated Agreement as amended by the First Amendment and the Second Amendment
is referred to herein as the "Current Agreement".
B. The Partnership currently anticipates the sale of certain Securities
held by it, and the Partners desire to make certain provisions with respect
thereto.
Now therefore, for and in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned hereby agree as
follows:
1. All capitalized terms used and not otherwise defined herein shall
have the meanings given them in the Current Agreement.
2. The Partners agree that in connection with the sale of Securities
and distributions related thereto to occur shortly after the Third Amendment
Effective Date, upon the election of a Limited Partner, a deemed distribution
of Class A Common Stock of New Continental will be made under Section 4.09(e)
with respect to such Limited Partner in an amount, which when made in
connection with the cash distributions to be made to such Limited Partner,
would equal (based on current Values) the amount to be distributed to the
General Partner under Section 4.09(e)(iv) as a result of such cash and stock
distribution, and such Class A Common Stock of New Continental shall then be
distributed to the General Partner or designated as Retained Shares by the
General Partner as its share of the 4.09(e)(iv) distribution, and all of the
remaining cash left for distribution with respect to such Limited Partner
under Section 4.09(e)(iv) shall be distributed to such Limited Partner.
3. Except as amended hereby, the Current Agreement shall remain in full
force and effect, and each person executing this Amendment hereby acknowledges
the same.
4. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original for all purposes and all of which when taken
together shall constitute a single counterpart instrument. All of the
counterpart pages shall be read as though one and shall have the same force
and effect as if all of the parties had executed a single signature page.
In witness whereof, each of the undersigned has executed this Amendment
to be effective as of the Third Amendment Effective Date.
GENERAL PARTNERS
1992 AIR GP, a Texas general partnership
By: 1992 Air, Inc., a Texas corporation,
general partner
By: /s/ 1992 Air, Inc.
Title:
AIR II GENERAL, INC., a Texas corporation
By: /s/ Air II General, Inc.
Title:
[LIMITED PARTNERS SIGNATURE PAGES INTENTIONALLY OMITTED]