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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
November 26, 1996
(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 5,155,007 of
Class A and Class B shares, respectively, which constitutes approximately
69.3% and 10.1%, respectively, of the total number of Class A and Class B
shares outstanding. The foregoing ownership percentages set forth herein
assume that there are 12,319,468 and 50,931,209 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 9,280,000 and 46,771,324, 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 Class B - 0
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 5,480,000 (1)
Person With Class B - 0
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,519,468 (2)
Class B - 4,150,885 (3)
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 - 69.2% (2)(4)
Class B - 8.2% (3)(5)
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
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.
(2) Includes 3,039,468 shares of Class A Common Stock that may be
acquired upon the exercise of warrants.
(3) Includes 4,150,885 shares of Class B Common Stock that may be
acquired upon the exercise of warrants.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 12,319,468 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.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 50,922,209 shares of Class B Common Stock outstanding which
includes the warrants to purchase shares of Class B 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:
Class A - 0
Class B - 0
Number of 8. Shared Voting Power:
Shares Class A - 5,480,000 (1)(2)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 0
Person With Class B - 0
10. Shared Dispositive Power:
Class A - 5,480,000 (1)(2)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,519,468 (2)(3)
Class B - 4,150,885 (4)(5)
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 - 69.2% (3)(6)
Class B - 8.2% (5)(7)
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 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) Solely in its capacity as one of two general partners of Air
Partners, L.P. with respect to the 4,150,885 shares of Class B
Common Stock that may be acquired upon the exercise of warrants held
by Air Partners, L.P.
(5) Includes 4,150,885 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners L.P.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 12,319,468 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.
(7) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 50,922,209 shares of Class B Common Stock outstanding which
includes the warrants to purchase shares of Class B 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:
Class A - 0
Class B - 0
Number of 8. Shared Voting Power:
Shares Class A - 5,480,000 (1)(2)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 0
Person With Class B - 0
10. Shared Dispositive Power:
Class A - 5,480,000 (1)(2)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,519,468 (2)(3)
Class B - 4,150,885 (4)(5)
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 - 69.2% (3)(6)
Class B - 8.2% (5)(7)
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 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) Solely in its capacity as one of two general partners of Air
Partners, L.P. with respect to the 4,150,885 shares of Class B
Common Stock that may be acquired upon the exercise of warrants.
(5) Assumes acquisition of 4,150,885 shares of Class B Common Stock that
may be acquired upon the exercise of warrants held by Air Partners,
L.P.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 12,319,468 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.
(7) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 50,922,209 shares of Class B Common Stock outstanding which
includes the warrants to purchase shares of Class B 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:
Class A - 0
Class B - 127,304 (1)
Number of 8. Shared Voting Power:
Shares Class A - 5,480,000 (1)(2)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 0
Person With Class B - 127,304 (1)
10. Shared Dispositive Power:
Class A - 5,480,000 (1)(2)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 8,519,468 (2)(3)
Class B - 4,278,189 (2)(4)
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 - 69.2% (3)(5)
Class B - 8.4% (4)(6)
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) Includes 4,150,885 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
and 127,304 shares of Class B Common Stock held directly by 1992
Air, Inc.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 12,319,468 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 50,922,209 shares of Class B Common Stock outstanding which
includes the warrants to purchase shares of Class B 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 - 995,122 (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 - 995,122 (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 - 5,155,007 (2)(5)(6)(9)
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 - 69.3% (4)(7)
Class B - 10.1% (2)(6)(8)(9)
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 682,450 shares. Solely in his
capacity as the controlling shareholder of 1992 Air, Inc. with
respect to 127,304 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 and Class B 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) Solely in his capacity as the controlling shareholder of each of Air
II General, Inc. and 1992 Air, Inc. with respect to the 4,150,885
shares of Class B Common Stock that may be acquired upon the
exercise of warrants held by Air Partners, L.P.
(6) Includes 4,150,885 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(7) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 12,319,468 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.
(8) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 50,931,209 shares of Class B Common Stock outstanding which
includes the warrants to purchase shares of Class B Common Stock
held by Air Partners, L.P. and the director options held by Mr.
Bonderman but does not include warrants held by any other persons.
(9) 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 - 682,450 (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 - 682,450 (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 - 752,625 (2)(4)
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 - 1.7% (3)(5)
Class B - 1.6% (4)(6)
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 and Class B 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) Includes 70,175 shares of Class B 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.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 9,331,385 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.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 46,841,499 shares of Class B Common Stock Outstanding which
includes the warrants to purchase Class B 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.
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:
Class A - 0
Class B - 0
Number of
Shares 8. Shared Voting Power:
Beneficially Class A - 926,460 (1)
Owned By Class B - 0
Each
Reporting 9. Sole Dispositive Power:
Person With Class A - 0
Class B - 0
10. Shared Dispositive Power:
Class A - 926,460 (1)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 1,440,319 (1)(2)
Class B - 701,757 (3)(4)
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 - 14.7% (2)(5)
Class B - 1.5% (4)(6)
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 and Class B
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) Solely in its capacity as a limited partner of Air Partners, L.P.
with respect to 701,757 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners and that
may be attributable to the limited partnership interests held by
Bondo Air pursuant to the Partnership Agreement.
(4) Includes 701,757 shares of Class B Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to the limited partnership interests in Air Partners,
L.P. held by Bondo Air.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 9,793,859 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.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 47,473,081 shares of Class B Common Stock outstanding which
includes the warrants to purchase Class B 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:
Class A - 0
Class B - 0
Number of
Shares 8. Shared Voting Power:
Beneficially Class A - 912,563 (1)
Owned By Class B - 0
Each
Reporting 9. Sole Dispositive Power: -0-
Person With Class A - 0
Class B - 0
10. Shared Dispositive Power:
Class A - 912,563 (1)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 1,418,714 (1)(2)
Class B - 691,231 (1)(3)
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 - 14.5% (2)(4)
Class B - 1.5% (3)(5)
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 and Class B 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) Includes 691,231 shares of Class B 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.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 9,786,151 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.
(5 Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 47,462,555 shares of Class B Common Stock outstanding which
includes the warrants to purchase Class B 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 and Amendment No. 4
dated May 13, 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 69.2% of the 12,319,468 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 Air Partners owns beneficially,
pursuant to Rule 13d-3 under the Act, is 4,150,885, which constitutes
approximately 8.2% of the 50,922,209 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 69.2% of the 12,319,468 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and 4,150,885
shares of the Class B Stock, which constitutes approximately 8.2% of the
50,922,209 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 69.2% of the 12,319,468 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act, and 4,150,885 shares of the
Class B Stock, which constitutes approximately 8.2% of the 50,922,209 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 69.2% of the 12,319,468 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act, and 4,150,885 shares of the
Class B Stock, which, together with the 127,304 shares of the Class B Stock
that it owns directly, constitutes approximately 8.4% of the 50,922,209 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 69.3% of the 12,319,468 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) an
aggregate 5,155,007 shares of the Class B Stock, which constitutes
approximately 10.1% of the 50,931,209 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 1.7% of the
9,331,385 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, or may be deemed to own, beneficially, pursuant to
Rule 13d-3 under the Act, is 752,625, 682,450 of which Bonderman Family owns
directly and 70,175 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. Such shares
of Class B Stock in the aggregate constitute approximately 1.6% of the
46,841,499 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, 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 14.7% of the
9,793,859 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act and 701,757 shares of Class B Stock, which
constitutes approximately 1.5% of the 47,473,081 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 14.5% of the 9,786,151 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act and 691,231 shares of the Class
B Stock, which constitutes approximately 1.5% of the 47,462,555 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 and has no power to vote
or to direct the vote of any shares of the Class B Stock. Additionally, the
voting and dispositive power with respect to the 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 and the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 127,304 shares of the
Class B 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
and the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 127,304 shares of the Class B 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 682,450 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 Common 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 682,450 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. Bondo Air has no
power to vote or to direct the vote or to dispose or to direct the disposition
of any shares of Class B Stock.
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.
Brenner has no power to vote or to direct the vote or to dispose or to direct
the disposition of any shares of the Class B Stock.
(c) On November 26, 1996, in a private transaction pursuant to the
Warrant Purchase Agreement between Air Partners and the Issuer previously
filed with this Schedule 13D, Air Partners sold warrants to purchase 2,614,379
shares of the Class B Common Stock to the Issuer for an aggregate price of
$50,000,000, or a price per share of $19.125.
In addition, on November 26, 1996, Bonderman Family sold 200,000
shares of the Class B Common Stock in open market transactions on the New York
Stock Exchange at a price per share of $27.28.
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)-(e)
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
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 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.
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: December 6, 1996
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.
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.
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.