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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):

August 9, 2002

 

 

 

CONTINENTAL AIRLINES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

1-10323

74-2099724

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

  

Identification No.)

 

1600 Smith Street, Dept. HQSEO, Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)

(713) 324-2950

(Registrant's telephone number, including area code)

Item 7. Financial Statements and Exhibits.

    1. Exhibits

      1. Statement Under Oath of Principal Executive Officer

      2. Statement Under Oath of Principal Financial Officer

Item 9. Regulation FD Disclosure.

On August 9, 2002, the Company's Chairman of the Board and Chief Executive Officer, Gordon Bethune, and Senior Vice President and Chief Financial Officer, Jeffrey Misner, completed and signed the statements regarding facts and circumstances relating to Exchange Act filings required by the SEC's Order No. 4-460, dated June 27, 2002. The statements, copies of which are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference, have been sent to the SEC for filing pursuant to the Order.

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

CONTINENTAL AIRLINES, INC.

 

 

August 9, 2002

By /s/ Jennifer L. Vogel                           
 

Jennifer L. Vogel
 

Vice President and General Counsel

 

 

EXHIBIT INDEX

 

99.1

Statement Under Oath of Principal Executive Officer

99.2

Statement Under Oath of Principal Financial Officer

 

 

 

 
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING
 

EXHIBIT 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER

REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Gordon M. Bethune, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Continental Airlines, Inc., and, except as corrected or supplemented in a subsequent covered report:

    • no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

    • no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

    • Annual Report on Form 10-K for the year ended December 31, 2001 of Continental Airlines, Inc.;

    • all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Continental Airlines, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

    • any amendments to any of the foregoing.

 

 

/s/ Gordon M. Bethune        
Gordon M. Bethune

Chairman of the Board and

Chief Executive Officer
August 9, 2002

                                    

Subscribed and sworn to
before me this 9th day of
August, 2002.

/s/ Deborah R. Moon            
Notary Public

My Commission Expires: May 11, 2004

 

 
 

 

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING

EXHIBIT 99.2

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER

REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Jeffrey J. Misner, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Continental Airlines, Inc., and, except as corrected or supplemented in a subsequent covered report:

    • no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

    • no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

    • Annual Report on Form 10-K for the year ended December 31, 2001 of Continental Airlines, Inc.;

    • all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Continental Airlines, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

    • any amendments to any of the foregoing.

 

 

/s/ Jeffrey J. Misner              
Jeffrey J. Misner

Senior Vice President and

Chief Financial Officer
August 9, 2002

                                    

Subscribed and sworn to
before me this 9th day of
August, 2002.

/s/ Deborah R. Moon
Notary Public

My Commission Expires: May 11, 2004