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SCHEDULE 13D
Amendment No. 6
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: 2,804,550
Item 8: None
Item 9: 2,966,550
Item 10: None
Item 11: 2,990,050
Item 13: 14.05%
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"). A separate Schedule 13D is being filed by
Fidelity International Limited, a Bermuda joint stock company
incorporated for an unlimited duration by private act of the
Bermuda legislature ("FIL"). 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.
FIL is an investment adviser which provides investment
advisory and management services to a number of non-U.S.
investment companies or instrument trusts (the "International
Funds") and certain institutional investors. Prior to June 30,
1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as
an entity independent of FMR and Fidelity. The International
Funds and FIL's other clients, with the exception of Fidelity and
an affiliate of Fidelity, are non-U.S. entities. Various
foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke
Hall, 42 Crow Lane, Hamilton, Bermuda.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock representing
approximately 49% of the voting power of FMR Corp. Mr. Johnson
3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate
outstanding voting stock of FMR Corp. The Johnson family group
and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR Corp.
In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may
be cast by all holders of FIL voting stock. Mr. Johnson 3d is
Chairman of FMR Corp. and FIL. FMR Corp. and FIL are separate
and independent corporate entities. FMR Corp. and FIL are
managed independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to
Fidelity American Special Situations Trust ("FASST").
FASST is a unit trust established and authorized by the
Department of Trade and Industry under the laws of England. The
investment advisor of FASST is Fidelity Investment Services
Limited, an English company and a subsidiary of FIL.
The Shares to which this statement relates are owned
directly by three of the Fidelity Funds, nineteen of the
Accounts, FASST, and by Fidelity International Limited, through
its subsidiaries and affiliates.
Belmont Fund, L.P., a Bermuda limited partnership and one of
the Accounts, directly owns 2,226,150 Shares of the Class B
Common Stock. The managing general partner of Belmont Fund is a
wholly-owned subsidiary of FIL managed by a corporate general
partnership which is a wholly-owned subsidiary of FMR.
FMR and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934 Act") and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the Shares
held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FMR is making this filing on
a voluntary basis as if all of the Shares are beneficially owned
by FMR and FIL on a joint basis.
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 1,138,196 Shares for cash in the amount of
approximately $16,482,630, including brokerage commissions.
Except as described below, the Fidelity Funds used their own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Of the 393,700 Shares of
common stock owned by one Fidelity Fund as of November 17, 1995,
393,700 Shares were purchased on margin pursuant to a typical
customer margin agreement with Bear Stearns & Co. Proceeds from
582,496 Shares sold aggregated approximately $14,351,276. The
attached Schedule B sets forth Shares purchased and/or sold since
September 19, 1995.
The Accounts of FMTC which own or owned Shares purchased in
the aggregate 2,648,750 Shares for cash in the amount of
approximately $41,405,919, including brokerage commissions.
Except as described below, the Accounts used their own assets in
making such purchase and no part of the purchase price is
represented by borrowed funds. Of the 2,226,150 Shares of common
stock owned by one Account as of November 17, 1995, 2,226,150
Shares were purchased on margin pursuant to a typical customer
margin agreement with Bear Stearns & Co. Proceeds from 237,900
Shares sold aggregated approximately $9,013,951. The attached
Schedule B sets forth Shares purchased and/or sold since
September 19, 1995.
FASST which own or owned Shares purchased in the aggregate
90,000 Shares for cash in the amount of approximately $1,663,450,
including brokerage commissions. FASST used its own assets in
making such purchase and no part of the purchase price is
represented by borrowed funds. Proceeds from 66,500 Shares sold
aggregated approximately $1,703,955.
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 (see Item 5 below) 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:
Although Item 5 assumes that FMR, Fidelity, FMTC, FASST, and
FIL beneficially own all 2,990,050 Shares, reference is made to
Item 2 for a disclaimer of beneficial ownership with respect to
the securities which are "beneficially owned" by the other
corporations.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 555,700 Shares, or approximately
2.61% of the outstanding Shares of the Company, and through FMTC,
the managing agent for the Accounts, 2,410,850 Shares, or
approximately 11.33% of the outstanding Shares of the Company.
FIL beneficially owns, as investment advisor to the International
Funds, 23,500 Shares, or approximately 0.11% 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, FMTC, FASST, and
FIL are 2,990,050 Shares, or approximately 14.05% of the
outstanding Shares of the Company.
(b) FMR, through its 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 162,000 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 Fidelity,
investment advisor to Fidelity Copernicus Fund, L.P.
("Copernicus") a private investment limited partnership, and
Copernicus each has the sole power to vote or direct the voting
of 393,700 Shares owned directly by Copernicus. FMR, through its
control of FMTC, investment manager to the Accounts, and the
Accounts each has sole dispositive power over 2,410,850 Shares
and sole power to vote or to direct the voting of 2,410,850
Shares, and no power to vote or to direct the voting of 0 Shares
owned by the Accounts. FIL, FMR Corp., through its control of
Fidelity, and FASST each has sole power to vote and to dispose of
the 23,500 Shares held by FASST.
(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.
Other than the margin agreements described in Item 3 above
and except as described in the following paragraph, 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.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
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: November 27, 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
Abigail P. Johnson Director Portfolio Mgr -
Fidelity
Management &
Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer
SCHEDULE B
Continental Airlines Incorporated
Four Fidelity Fund(s) sold Shares since September 19, 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
09-25-95 6,300 $36.60
09-26-95 8,500 36.32
09-27-95 61,800 35.75
10-13-95 10,000 40.19
10-24-95 32,298 35.95
10-31-95 10,000 35.85
11-02-95 10,000 37.38
11-03-95 5,500 39.26
SCHEDULE B
Continental Airlines Incorporated
Six Account(s) sold Shares since September 19, 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
09-25-95 300 $36.75
10-10-95 1,900 37.50
10-30-95 5,900 35.75
11-03-95 15,800 39.26
11-14-95 200 38.13