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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Continental Airlines, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
210795308
(CUSIP Number)
Peter V. Tuters, Senior Vice President and Chief Investment Officer
American General Corporation, 2929 Allen Parkway, Houston TX 77019
(713) 522-1111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 11, 1995
(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 .
Check the following box if a fee is being paid with the statement. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
(Continued on following page(s))
Page 1 of 10 Pages
13D CUSIP No. 210795308 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMERICAN GENERAL CORPORATION
IRS #74-0483432
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,055,002(1)(2)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
WITH
1,055,002(1)(2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,055,002(1)(2)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON
HC, CO
(1) 1,054,719 of the shares reported in line items 8, 10 and 11 represent
the reporting person's proportionate interest in certain Continental
Airlines, Inc. ("Continental") securities beneficially owned by Air
Partners, L.P. ("Air Partners"), a Texas limited partnership of which
American General Corporation ("American General") is a limited
partner. On the basis of certain provisions of the limited partnership
agreement of Air Partners, American General may be deemed to
beneficially own the Continental securities beneficially owned by Air
Partners that are attributable to the limited partnership interest of
American General in such partnership. Pursuant to Rule 13d-4
promulgated under the Securities Exchange Act of 1934, American General
disclaims beneficial ownership of any such shares.
(2) Includes the shares of Class B Common Stock issuable upon exercise of
615,024 Class B Common Stock Purchase Warrants beneficially owned by
Air Partners and attributable to the limited partnership interest of
American General in such partnership.
Page 3 of 10 Pages
This Amendment No. 2 to Schedule 13D should be read together with the initial
Schedule 13D dated September 3, 1993 and Amendment No. 1 to Schedule 13D
dated December 14, 1993.
Item 1. Security and Issuer.
This statement relates to the Class B Common Stock of Continental
Airlines, Inc. ("Continental"), located at 2929 Allen Parkway,
Houston, Texas 77019.
Item 2. Identity and Background.
(a)-(c) American General Corporation ("American General"), located at
2929 Allen Parkway, Houston, Texas 77019, is a general business
corporation incorporated in the State of Texas on February 26,
1980, and is the successor to American General Insurance Company,
a Texas fire and casualty insurer incorporated in 1926. The
shares of Class B Common Stock reported in this statement include
283 shares owned by American General Life Insurance Company
("AGL"), a life insurance company organized in the State of Texas
and an indirect, wholly-owned subsidiary of American General.
A list of the directors and executive officers of American
General is attached hereto as Exhibit 1 in response to Item
2(a)-(c).
(d)-(e) Neither American General or, to the best knowledge of American
General, any of the executive officers or directors of American
General has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) Each of the executive officers and directors of American General
is a citizen of the United States of America, with the exception
of the Senior Vice President and Chief Investment Officer who is
a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
On November 23, 1994, an additional 283 shares of Class B Common
Stock were distributed to AGL in settlement of its unsecured
claims under the plan of reorganization of Continental approved
by the United States Bankruptcy Court for the District of Delaware
(the Bankruptcy Court). See the Item 3 discussion in the initial
Schedule 13D dated September 3, 1993.
Page 4 of 10 Pages
American General is a limited partner of Air Partners, L.P., a
Texas limited partnership ("Air Partners"). On July 27, 1995,
Air Partners acquired an aggregate 154,113 additional shares of
Class B Common Stock (113,179 shares at $15.86 per share and
40,934 shares at $13.40 per share) pursuant to the exercise of
certain rights granted to it under Article Seventh of the
Restated Certificate of Incorporation of Continental, which
grants to Air Partners and Air Canada on a semi-annual basis the
right to acquire under certain circumstances additional shares of
Class B Common Stock in order to maintain their respective
percentage ownership of the issued and outstanding shares of Class
B Common Stock (AP Additional Shares and AC Additional Shares,
respectively). American General contributed cash in an amount
equal to its pro rata share (calculated based on an 18.1818%
limited partnership interest) of the capital required for Air
Partners to exercise its right to purchase the 154,113 AP
Additional Shares. An aggregate of 28,021 of the AP Additional
Shares acquired by Air Partners on July 27, 1995 are attributable
to the limited partnership interest of American General in Air
Partners.
Air Partners also acquired the right to purchase certain of the
AC Additional Shares; and Air Partners thereafter acquired an
aggregate 328,660 additional shares of Class B Common Stock on
August 11, 1995. Such shares represent 4,207 AP Additional
Shares and 324,453 AC Additional Shares. American General
contributed cash in an amount equal to its pro rata share
(calculated based on an 18.1818% limited partnership interest)
of the capital required for Air Partners to exercise its right to
purchase the 4,207 AP Additional Shares at $13.40 per share.
765 of the AP Additional Shares acquired by Air Partners on
August 11, 1995 are attributable to the limited partnership
interest of American General in Air Partners. American General
did not contribute cash or any other consideration in order for
Air Partners to exercise its right to purchase the 324,453 AC
Additional Shares; therefore, none of such shares are
attributable to the limited partnership interest of American
General in Air Partners.
The price of shares of the Class B Common Stock that may be
purchased by Air Partners pursuant to the rights provided in the
Continental charter, as described in the second paragraph of this
Item 3, is based upon the average of the closing prices of the
Class B Common Stock on the last trading day of each week during
the applicable six-month period ending June 30 or December 31.
The price with respect to 113,179 of the AP Additional Shares
purchased by Air Partners on July 27, 1995 was based upon prices
of the Class B Common Stock during the six-month period ending
December 31, 1994. The price with respect to (i) 40,934 of the
AP Additional Shares purchased by Air Partners on July 27, 1995
and (ii) the 4,207 AP Additional shares purchased by Air Partners
on August 11, 1995 was based upon prices of the Class B Common
Stock during the six-month period ending June 30, 1995.
Page 5 of 10 Pages
Item 4. Purpose of Transaction.
With respect to the Indirect Shares (as defined in Item 5),
American General intends to hold its interest therein as an
investment and, depending upon its continuing evaluation of
Continental's business and prospects and upon future
developments, American General may from time to time determine to
increase or decrease its investment, subject to the Air Partners
limited partnership agreement (the "Partnership Agreement").
See Item 5.
283 shares of Class B Common stock were distributed to AGL in
settlement of its unsecured claims under the plan of
reorganization of Continental approved by the Bankruptcy Court.
See the Item 3 discussion in the initial Schedule 13D dated
September 3, 1993.
Item 5. Interest in Securities of the Issuer.
(a) On the basis of certain provisions of the Partnership Agreement,
American General may be deemed to beneficially own the shares of
Class B Common Stock and Class B Common Stock Purchase Warrants
attributable to its limited partnership interest in Air Partners
(the "Indirect Shares"). On such basis, American General may be
deemed to beneficially own 1,054,719 shares of Class B Common
Stock (including the shares of Class B Common Stock issuable upon
exercise of 615,024 Class B Common Stock Purchase Warrants).
Pursuant to Rule 13d-4, American General disclaims beneficial
ownership of any such shares.
American General also disclaims beneficial ownership of 6,500
shares of Class B Common Stock held by American General Series
Portfolio Company, an investment company registered under the
Investment Company Act of 1940.
As the ultimate parent of AGL, American General may also be
deemed to beneficially own the 283 shares of Class B Common Stock
distributed to AGL in settlement of its unsecured claims under
the plan of reorganization of Continental approved by the
Bankruptcy Court.
In the aggregate, American General may be deemed to beneficially
own 1,055,002 shares of Class B Common Stock (including the
439,695 shares of Class B Common Stock and 615,024 Class B Common
Stock Purchase Warrants attributable to its limited partnership
interest in Air Partners and the 283 shares received by AGL in
the bankruptcy distribution), representing approximately 4.8% of
the outstanding shares of Class B Common Stock. Such percentage
has been calculated on the basis of 21,837,362 outstanding shares
of Class B Common Stock which, in accordance with Rule 13d-1(e)
and Rule 13d-3(d)(1)(i), include (i) 20,893,678 shares of Class
B Common Stock reported outstanding as of August 4, 1995 in
Continental's second
Page 6 of 10 Pages
quarter Form 10-Q, (ii) 4,207 AP Additional Shares and 324,453 AC
Additional Shares acquired by Air Partners on August 11, 1995,
and (iii) 615,024 shares of Class B Common Stock issuable upon
exercise of Class B Common Stock Purchase Warrants attributable
to the limited partnership interest of American General in Air
Partners.
Polls of the executive officers and directors of American
General, regarding their holdings, if any, of the Class B Common
Stock of Continental, were performed and no executive officer or
director of American General holds any shares of Class B Common
Stock.
(b) American General may be deemed to have shared power to vote or to
direct the vote, and to dispose or to direct the disposition of,
the Indirect Shares. See Item 6.
As the ultimate parent of AGL, American General may be deemed to
have shared power to vote or to direct the vote, and to dispose
or to direct the disposition of, the 283 shares of Class B Common
Stock distributed to AGL pursuant to the plan of reorganization
of Continental approved by the Bankruptcy Court.
(c) Other than the AP Additional Shares acquired by Air Partners on
July 27 and August 11, 1995 that are attributable to the limited
partnership interest of American General in Air Partners (an
aggregate 28,786 shares of Class B Common Stock), there have been
no transactions by American General in such class of securities
during the past sixty (60) days.
(d) Other than Air Partners and its Managing General Partner as to
the Indirect Shares, American General knows of no other person
who has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any of the
securities reported herein.
(e) August 11, 1995
Item 6. Contracts, Arrangements, Understandings of Relationships with
Respect to Securities of the Issuer.
See the description of certain provisions of the Partnership
Agreement set forth in Item 6 of the initial Schedule 13D dated
September 3, 1993.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Executive Officer and Director List for American
General in response to Item 2 (a)-(c).
Page 7 of 10 Pages
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.
AMERICAN GENERAL CORPORATION
Date: August 16, 1995 BY: /s/ PETER V. TUTERS
Peter V. Tuters
Senior Vice President and
Chief Investment Officer
Page 8 of 10 Pages
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Executive Officer and Director List for American General in
response to Item 2 (a)-(c).
Page 9 of 10 Pages
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
AMERICAN GENERAL CORPORATION
The following information is provided with regard to the directors and
executive officers of American General Corporation, a holding company. The
business address for each of the directors and executive officers of American
General is 2929 Allen Parkway, Houston, Texas 77019, unless otherwise
indicated.
Present Principal
Name and Business Address Occupation or Employment
DIRECTORS
J. Evans Attwell Partner, Vinson & Elkins L.L.P.
Vinson & Elkins L.L.P. (attorneys).
2500 First City Tower
1001 Fannin
Houston, Texas 77002-6760
Brady F. Carruth President & Chief Executive Officer,
Gulf Coast Capital Corporation Gulf Coast Capital Corporation.
8633 Antelope Drive
Houston, Texas 77063
W. Lipscomb Davis, Jr. Partner, Hillsboro Enterprises
Hillsboro Enterprises (investments).
201 4th Ave. North, Suite 1390
Nashville, Tennessee 37219
Robert M. Devlin Vice Chairman, American General Corporation.
Harold S. Hook Chairman and Chief Executive Officer,
American General Corporation.
Larry D. Horner Chairman, Pacific USA Holdings Corp.
Pacific USA Holdings Corp. (real estate and thrift operations).
100 Park Avenue, 28th Floor
New York, New York 10017
Richard J.V. Johnson Chairman and Publisher, The Houston
The Houston Chronicle Chronicle (newspaper publishing).
801 Texas Avenue
Houston, Texas 77002
Page 10 of 10 Pages
Present Principal
Name and Business Address Occupation or Employment
DIRECTORS (continued)
Robert E. Smittcamp President and Chief Executive Officer,
Lyons-Magnus Co., Inc. Lyons-Magnus Co., Inc. (food processor)
1636 South Second Street
Fresno, California 93702
Anne M. Tatlock President, Fiduciary Trust Company
Fiduciary Trust Company International. (banking)
International
2 World Trade Center
New York, New York 10048-0772
James R. Tuerff President, American General Corporation.
EXECUTIVE OFFICERS
(In addition to those Executive Officers who are also Directors)
Michael G. Atnip Senior Vice President - Operations Support,
American General Corporation.
Jon P. Newton Senior Vice President and General Counsel,
American General Corporation.
Nicholas R. Rasmussen Senior Vice President - Corporate
Development, American General Corporation.
Peter V. Tuters Senior Vice President and Chief
Investment Officer, American General
Corporation.
Austin P. Young Senior Vice President and Chief Financial
Officer, American General Corporation.
James L. Gleaves Vice President and Treasurer,
American General Corporation.
Pamela J. Penny Vice President and Controller,
American General Corporation.
John A. Adkins Associate General Counsel and Corporate
Secretary, American General Corporation.