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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
August 10, 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 / /.
*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 4,267,934 and 6,528,405 of
Class A and Class B shares, respectively, which constitutes approximately
54.6% and 26.5%, respectively, of the total number of Class A and Class B
shares outstanding. The foregoing ownership percentages set forth herein
assume that there are 7,820,790 and 24,607,970 shares of the Class A and Class
B Common Stock, respectively, outstanding.
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 - 2,740,000 (1)
Number of Class B - 2,742,773 (1)
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 2,740,000 (1)
Person With Class B - 2,742,773 (1)
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,259,734 (2)
Class B - 6,125,405 (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 - 54.5% (2)(4)
Class B - 24.9% (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 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.
(2) Assumes the exercise of warrants to purchase 1,519,734 shares of
Class A Common Stock.
(3) Assumes the exercise of warrants to purchase 3,382,632 shares of
Class B Common Stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 7,820,790 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 24,604,970 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: -0-
Number of 8. Shared Voting Power:
Shares Class A - 2,740,000 (1)(2)
Beneficially Class B - 2,742,773 (1)(2)
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person With 10. Shared Dispositive Power:
Class A - 2,740,000 (1)(2)
Class B - 2,742,773 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,259,734 (2)(3)
Class B - 6,125,405 (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 - 54.5% (3)(5)
Class B - 24.9% (4)(6)
14. Type of Reporting Person: PN
- -------------
(1) Power is exercised through its majority general partner, 1992 Air,
Inc. Additionally, 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.
(2) Solely in its capacity as one of two general partners of Air
Partners, L.P.
(3) Assumes the exercise of warrants to purchase 1,519,734 shares of
Class A Common Stock.
(4) Assumes the exercise of warrants to purchase 3,382,632 shares of
Class B Common Stock.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 7,820,790 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 24,604,970 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: -0-
Number of 8. Shared Voting Power:
Shares Class A - 2,740,000 (1)(2)
Beneficially Class B - 2,742,773 (1)(2)
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person With 10. Shared Dispositive Power:
Class A - 2,740,000 (1)(2)
Class B - 2,742,773 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,259,734 (2)(3)
Class B - 6,125,405 (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 - 54.5% (3)(5)
Class B - 24.9% (4)(6)
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its controlling shareholder, David
Bonderman. Additionally, 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.
(2) Solely in its capacity as one of two general partners of Air
Partners, L.P.
(3) Assumes the exercise of warrants to purchase 1,519,734 shares of
Class A Common Stock.
(4) Assumes the exercise of warrants to purchase 3,382,632 shares of
Class B Common Stock.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 7,820,790 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 24,604,970 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: -0-
Number of 8. Shared Voting Power:
Shares Class A - 2,740,000 (1)(2)
Beneficially Class B - 2,742,773 (1)(2)
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person With 10. Shared Dispositive Power:
Class A - 2,740,000 (1)(2)
Class B - 2,742,773 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,259,734 (2)(3)
Class B - 6,125,405 (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 - 54.5% (3)(5)
Class B - 24.9% (4)(6)
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its controlling shareholder, David
Bonderman. Additionally, 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.
(2) Solely in its capacity as one of two general partners of 1992 Air
GP.
(3) Assumes the exercise of warrants to purchase 1,519,734 shares of
Class A Common Stock.
(4) Assumes the exercise of warrants to purchase 3,382,632 shares of
Class B Common Stock.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 7,820,790 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 24,604,970 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 - 8,200 (1)
Class B - 200,000 (2)
Number of 8. Shared Voting Power:
Shares Class A - 2,740,000 (3)
Beneficially Class B - 2,742,773 (3)
Owned By
Each 9. Sole Dispositive Power: Class A - 8,200(1)
Reporting Class B - 200,000 (2)
Person With 10. Shared Dispositive Power:
Class A - 2,740,000 (3)
Class B - 2,742,773 (3)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,267,934 (1)(3)(4)(9)
Class B - 6,528,405 (2)(3)(5)(8)(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 - 54.6% (4)(6)
Class B - 26.5% (2)(5)(7)(8)
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as general partner of the Bonderman Family
Limited Partnership with respect to 8,200 shares.
(2) Solely in his capacity as general partner of the Bonderman Family
Limited Partnership with respect to 200,000 shares.
(3) Solely in his capacity as the controlling shareholder of each of Air
II General, Inc. and 1992 Air, Inc. with respect to 2,740,000 shares
of Class B Common Stock and 2,742,773 shares of Class A Common
Stock. Additionally, 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) Assumes the exercise of warrants to purchase 1,519,734 shares of
Class A Common Stock.
(5) Assumes the exercise of warrants to purchase 3,382,632 shares of
Class B Common Stock.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 7,820,790 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 24,607,970 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.
(8) Assumes the exercise of options held by Bonderman Family Limited
Partnership to purchase an aggregate of 200,000 shares of Class B
Common Stock and outside director stock options held by Mr.
Bonderman to purchase 3,000 shares of Class B Common Stock.
(9) Mr. Bonderman also holds, directly and indirectly, limited
partnership interests in Air Partners, L.P. On the basis of certain
provisions of the limited partnership agreement of Air Partners,
L.P. (the "Partnership Agreement"), Mr. Bonderman 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, Mr. Bonderman disclaims beneficial
ownership of any such shares.
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 - 8,200(1)
Class B - 200,000 (1)
Number of 8. Shared Voting Power:
Shares Class A - 46,322(3)
Beneficially Class B - 46,369(3)
Owned By
Each 9. Sole Dispositive Power: Class A - 8,200(1)
Reporting Class B - 200,000(1)
Person With 10. Shared Dispositive Power:
Class A - 46,322(3)
Class B - 46,369(3)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 80,215 (3)(4)
Class B - 503,556 (2)(3)(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 - 1.3% (4)(6)
Class B - 2.4% (2)(5)(7)
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its general partner, David Bonderman.
(2) Assumes the exercise of 200,000 options to purchase Class B Common
Stock.
(3) 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.
(4) Assumes the exercise of warrants to purchase 25,693 shares of Class
A Common Stock 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 the exercise of warrants to purchase 57,187 shares of Class
B Common Stock held by Air Partners, L.P. and attributable to the
limited partnership interest in Air Partners, L.P. held by Bonderman
Family Limited Partnership.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 6,326,749 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.
(7) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 21,279,525 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: -0-
Number of
Shares 8. Shared Voting Power:
Beneficially Class A - 463,230 (1)
Owned By Class B - 463,699 (1)
Each 9. Sole Dispositive Power: -0-
Reporting
Person With 10. Shared Dispositive Power:
Class A - 463,230 (1)
Class B - 463,699 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 720,159 (1)(2)
Class B - 1,035,574 (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 - 11.0% (2)(4)
Class B - 4.8% (3)(5)
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) Assumes the exercise of warrants to purchase 256,929 shares of Class
A Common Stock held by Air Partners, L.P. and attributable to the
limited partnership interest in Air Partners, L.P. held by Bondo
Air.
(3) Assumes the exercise of warrants to purchase 571,875 shares of Class
B Common Stock held by Air Partners, L.P. and attributable to 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 6,557,985 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.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 21,794,213 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: -0-
Number of
Shares 8. Shared Voting Power:
Beneficially Class A - 456,282 (1)
Owned By Class B - 456,744 (1)
Each 9. Sole Dispositive Power: -0-
Reporting
Person With 10. Shared Dispositive Power:
Class A - 456,282 (1)
Class B - 456,744 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 709,357 (1)(2)
Class B - 1,020,040 (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 - 10.8% (2)(4)
Class B - 4.7% (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 the shares of
Class A Common Stock and Class B Common Stock 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) Assumes the exercise of warrants to purchase 253,075 shares of Class
A Common Stock held by Air Partners, L.P. and attributable to the
limited partnership interest in Air Partners, L.P. held by Bondo
Air.
(3) Assumes the exercise of warrants to purchase 563,297 shares of Class
B Common Stock held by Air Partners, L.P. and attributable to 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 6,554,131 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 21,785,635 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 (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.
(a)
No material change.
(b)-(c)
Paragraphs (b) and (c) of Item 2 are hereby amended by amending and
restating the information regarding Air Saipan, Inc. in its entirety as
follows:
AIR SAIPAN, INC. ("AIR SAIPAN")
Air Saipan is a Northern Marianas Islands corporation the principal
business of which is serving as a general partner of 1992 Air GP. The
principal business address of Air Saipan, which also serves as its principal
office, is One Post Street, Suite 2450, San Francisco, California 94104.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person of Air Saipan are as
follows:
NAME PRINCIPAL BUSINESS OR PRINCIPAL OCCUPATION OR
RESIDENCE ADDRESS EMPLOYMENT
Peter Donnici One Post Street Attorney
Suite 2450
San Francisco, CA 94104
(d)-(f)
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby partially amended by adding at the end thereof the
following:
Air Partners expended $6,297,547.80 of contributions from its
partners to acquire rights to purchase 324,453 shares of Class B Stock and to
purchase an aggregate of 328,660 shares of the Class B Stock on August 10,
1995, as more fully described in Item 5(c) herein.
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 4,259,734, which
constitutes approximately 54.5% of the 7,820,790 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 6,125,405, which constitutes
approximately 24.9% of the 24,604,970 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 (i) 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 6,125,405
shares of the Class B Stock, which constitutes approximately 24.9% of the
24,604,970 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 (i) 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 6,125,405
shares of the Class B Stock, which constitutes approximately 24.9% of the
24,604,970 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 (i) 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 6,125,405
shares of the Class B Stock, which constitutes approximately 24.9% of the
24,604,970 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 a director stock option to acquire 3,000 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) 4,267,934 shares of the Class A Stock, which
constitutes approximately 54.6% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 6,528,405
shares of the Class B Stock, which constitutes approximately 26.5% of the
24,607,970 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.
Additionally, because Bonderman owns, directly and indirectly,
limited partnership interests in Air Partners, and on the basis of certain
provisions of the Partnership Agreement, Bonderman may be deemed to own
beneficially the Class A and Class B Stock beneficially owned by Air Partners
that are attributable to such limited partnership interests. Pursuant to Rule
13d-4 under the Act, Bonderman disclaims beneficial ownership of all such
shares.
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 80,215, 8,200 shares of which Bonderman Family owns directly
and 72,015 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 1.3% of the 6,326,749 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 503,556, 400,000 of which Bonderman Family owns directly and
103,556 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 2.4% of the 21,279,525 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 720,159
shares of the Class A Stock, which constitutes approximately 11.0% of the
6,557,985 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act and 1,035,574 shares of the Class B Stock, which
constitutes 4.8% of the 21,794,213 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.
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 709,357 shares of the Class A Stock, which constitutes
approximately 10.8% of the 6,554,131 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act and 1,020,040 shares of the
Class B Stock, which constitutes approximately 4.7% of the 21,785,635 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.
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 2,740,000 shares of the Class A Stock and of 2,742,773 shares
of the Class B Stock. Additionally, the voting and dispositive power with
respect to the shares of Class A Common Stock and Class B 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 two general partners, 1992 Air GP has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
2,740,000 shares of the Class A Stock and of 2,742,773 shares of the Class B
Stock.
AIR II
In its capacity as a general partner 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 2,740,000
shares of the Class A Stock and of 2,742,773 shares of the Class B Stock.
AIR, INC.
In its capacity as one of two general partners 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
2,740,000 shares of the Class A Stock and of 2,742,773 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 2,740,000 shares of the Class A Stock
and of 2,742,773 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 8,200 shares of the
Class A Stock and 200,000 shares of the 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 and Class B 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 8,200 shares of the Class A Stock and 200,000 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 46,322 shares of Class A Stock and 46,369 shares of Class B
Stock beneficially owned by Air Partners attributable to Bonderman Family's
limited partnership interest in Air Partners.
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 463,230 shares of the Class A Stock and 463,699
shares of the Class B 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 456,282 shares of the Class A Stock
and 456,744 shares of the Class B Stock attributable to Bondo Air's limited
partnership interest in Air Partners.
(c) On August 10, 1995, Air Partners purchased Air Canada's Anti-
dilution Rights under Article Seventh of the Issuer's Certificate of
Incorporation relating to the six-month periods ended December 31, 1994 and
June 30, 1995 covering an aggregate of 324,453 shares of the Class B Stock.
Air Partners purchased such rights from Air Canada for the aggregate purchase
price of $1,297,812, or $4.00 per share. Upon acquiring such rights from Air
Canada, on August 10, 1995, Air Partners exercised the rights and purchased
pursuant thereto 324,453 shares of the Class B Stock in a private transaction
directly from the Issuer at a price per share of $15.86 with respect to
242,151 shares and $13.40 with respect to 82,302 shares.
Also on August 10, 1995, Air Partners purchased 4,207 shares of the
Class B Stock in a private transaction directly from the Issuer at a price per
share of $13.40. These shares represented an adjustment to the Anti-dilution
Rights exercised by Air Partners on July 27, 1995, as reported in the Schedule
13D.
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 last filing by the Reporting Persons
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 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), 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: August 11, 1995
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 "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.