U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-
SAR
For Period Ended: December 31, 1994
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________________
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Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
Not Applicable
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Part 1 - Registrant Information
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Full Name of Registrant: Continental Airlines, Inc.
Former Name if Applicable:
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Address of Principal Executive Office (Street and Number):
2929 Allen Parkway
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City State and Zip Code:
Houston, Texas 77019
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
[X] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K or Form N-
SAR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
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Part III - Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q or N-SAR or the transition report or portion thereof,
could not be filed within the prescribed time period.
See attached explanation.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in
regard to this notification:
Daniel P. Garton (713) 834-2950
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If
the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
Continental Airlines, Inc. has caused this notification
to be signed on its behalf by the undersigned thereunto duly
authorized.
CONTINENTAL AIRLINES, INC.
April 3, 1995 By /s/ Daniel P. Garton
Daniel P. Garton
Its: Senior Vice President
and Chief Financial
Officer
CONTINENTAL AIRLINES, INC.
FORM 12b-25
SEC FILE NO. 0-9781
Response to Part III and Part IV(3):
Continental Airlines, Inc. (the "Company" or
"Continental") is unable to file its report on Form 10-K
for the year ended December 31, 1994 within the period
provided by the regulations under the Securities Exchange
Act of 1934. On January 26, 1995, the Company announced
that it will be reporting a nonrecurring charge of
approximately $400 million for the fourth quarter of
1994. The charge relates primarily to decisions made in
late 1994 concerning the planned early retirement of
certain aircraft and to closed or under-utilized airport
and maintenance facilities. Continental has also
announced in January that it has ceased making
contractually required payments on certain obligations.
Continental is now in advanced stages of negotiations,
and in certain instances documentation, of new agreements
with its principal lenders, aircraft and engine
manufacturers and certain aircraft and equipment lessors
to provide for alternative forms of consideration in lieu
of cash payments or to otherwise defer certain payments.
In addition, Continental is engaged in settlement
negotiations regarding its future obligations at the new
Denver International Airport in light of the significant
reduction in its Denver operations. The outcome of these
negotiations will materially impact the nonrecurring
charge and the characterization of obligations as current
or long-term on the Company's balance sheet. The
foregoing uncertainties and contingencies have impeded
the Company's ability to finalize the calculation of the
nonrecurring charge and delayed completion of its
financial statements. The Company anticipates that it
will finalize its financial statements and file its
report on Form 10-K no later than April 17, 1995.