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SCHEDULE 13D
Amendment No. 2
Continental Airlines Incorporated
Class B Common Stock
Cusip # 210795308
Filing Fee: No
Cusip # 210795308
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 2,490,450
Item 8: None
Item 9: 3,317,148
Item 10: None
Item 11: 3,317,148
Item 13: 16.30%
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"). 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.
Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock
of FMR. Mr. Johnson 3d is Chairman of FMR Corp. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by three
of the Fidelity Funds, and ten of the Accounts.
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
1,005,498 Shares for cash in the amount of approximately $14,330,052,
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 186,600 Shares sold aggregated approximately
$2,944,952. The attached Schedule B sets forth Shares purchased and/or sold
since March 22, 1995.
The Accounts of FMTC which own or owned Shares purchased in the
aggregate 2,498,250 Shares for cash in the amount of approximately
$38,314,906, 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 0 Shares sold aggregated
approximately $0. The attached Schedule B sets forth Shares purchased and/or
sold since March 22, 1995.
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 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:
FMR, Fidelity, and FMTC, beneficially own all 3,317,148 Shares.
(a) FMR beneficially owns, through Fidelity, as investment advisor to
the Fidelity Funds, 818,898 Shares, or approximately 4.02% of the outstanding
Shares of the Company, and through FMTC, the managing agent for the Accounts,
2,498,250 Shares, or approximately 12.27% of the outstanding Shares of the
Company. Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to the
best knowledge of FMR, any of the persons name in Schedule A hereto,
beneficially owns any other Shares. The combined holdings of FMR, Fidelity,
and FMTC, are 3,317,148 Shares, or approximately 16.30% 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 818,898 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 2,498,250 Shares and sole power
to vote or to direct the voting of 2,490,450 Shares, and no power to vote or
to direct the voting of 7,800 Shares owned by the Accounts.
(c) 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.
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.
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 21, 1995 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
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Chief Financial Financial Officer,
Officer FMR
SCHEDULE B
Continental Airlines Incorporated
One Fidelity Fund(s) purchased Shares since March 22, 1995 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
03-24-95 35,000 $10.88
03-27-95 13,300 11.66
03-28-95 31,700 11.98
04-04-95 13,500 11.49
04-07-95 50,000 11.29
04-10-95 19,000 11.90
04-11-95 81,000 12.56
SCHEDULE B
Continental Airlines Incorporated
Eight Account(s) purchased Shares since March 22, 1995 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
03-28-95 700 $11.94
03-30-95 8,000 11.25
03-31-95 2,900 11.25
04-03-95 400 10.88
04-07-95 4,900 11.67
04-11-95 47,100 12.55