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 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)
March 29, 1996
(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 4,763,637 of
Class A and Class B shares, respectively, which constitutes approximately
54.6% and 19.2%, 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 24,869,706 shares of the Class A and Class
B Common Stock, respectively, outstanding pursuant to Rule 13d-3(d)(1)(i)
under the Act. The number of outstanding shares of the Class A and Class B
Common Stock as reported in the Issuer's most recent quarterly report was
6,301,056 and 21,484,074, respectively.
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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 - 0
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 - 0
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,259,734 (2)
Class B - 3,382,632 (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 - 13.6% (3)(5)
14. Type of Reporting Person: PN
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(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 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) Includes 1,519,734 shares of Class A Common Stock that may be
acquired upon the exercise of warrants.
(3) Includes 3,382,632 shares of Class B Common Stock that may be
acquired upon the exercise of warrants.
(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 24,866,706 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.
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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:
Class A - 0
Class B - 379,194 (1)
Number of 8. Shared Voting Power:
Shares Class A - 2,740,000 (1)(2)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 0
Person With Class B - 379,194 (1)
10. Shared Dispositive Power:
Class A - 2,740,000 (1)(2)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,259,734 (2)(3)
Class B - 3,761,826 (4)(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 - 54.5% (3)(6)
Class B - 15.1% (5)(7)
14. Type of Reporting Person: PN
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(1) Power is exercised through its majority general partner, 1992 Air,
Inc.
(2) Solely in its capacity as one of two general partners of Air
Partners, L.P. The voting and dispositive power with respect to the
shares of Class A 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.
(3) Includes 1,519,734 shares of Class A Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(4) Solely in its capacity as one of two general partners of Air
Partners, L.P. with respect to the 3,382,632 shares of Class B
Common Stock that may be acquired upon the exercise of warrants held
by Air Partners, L.P.
(5) Includes 3,382,632 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners L.P.
(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 24,866,706 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.
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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:
Class A - 0
Class B - 2,403 (1)
Number of 8. Shared Voting Power:
Shares Class A - 2,740,000 (1)(2)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 0
Person With Class B - 2,403 (1)
10. Shared Dispositive Power:
Class A - 2,740,000 (1)(2)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,259,734 (2)(3)
Class B - 3,385,035 (4)(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 - 54.5% (3)(6)
Class B - 13.6% (5)(7)
14. Type of Reporting Person: CO
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(1) Power is exercised through its controlling shareholder, David
Bonderman.
(2) Solely in its capacity as one of two general partners of Air
Partners, L.P. The voting and dispositive power with respect to the
shares of Class A 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.
(3) Includes 1,519,734 shares of Class A Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(4) Solely in its capacity as one of two general partners of Air
Partners, L.P. with respect to the 3,382,632 shares of Class B
Common Stock that may be acquired upon the exercise of warrants.
(5) Includes 3,382,632 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(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 24,866,706 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.
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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:
Class A - 0
Class B - 379,194 (1)(2)
Number of 8. Shared Voting Power:
Shares Class A - 2,740,000 (1)(2)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 0
Person With Class B - 379,194 (1)(2)
10. Shared Dispositive Power:
Class A - 2,740,000 (1)(2)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,259,734 (2)(3)
Class B - 3,761,826 (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 - 15.1% (4)(6)
14. Type of Reporting Person: CO
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(1) Power is exercised through its controlling shareholder, David
Bonderman.
(2) Solely in its capacity as the majority general partner of 1992 Air
GP. The voting and dispositive power with respect to the shares of
Class A 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.
(3) Includes 1,519,734 shares of Class A Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(4) Includes 3,382,632 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
and 379,194 shares of Class B Common Stock held directly by 1992 Air
GP.
(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 24,866,706 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.
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<PAGE>
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 - 965,506 (2)
Number of 8. Shared Voting Power:
Shares Class A - 2,740,000 (3)
Beneficially
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 8,200(1)
Person With Class B - 965,506 (2)
10. Shared Dispositive Power:
Class A - 2,740,000 (3)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 4,267,934 (1)(3)(4)
Class B - 4,351,138 (2)(5)(6)(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)(7)
Class B - 17.5% (2)(6)(8)(9)
14. Type of Reporting Person: IN
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(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 441,225 shares. Solely in his
capacity as the controlling shareholder of 1992 Air, Inc., the
majority general partner of 1992 Air GP, with respect to 379,194
shares. Solely in his capacity as the controlling shareholder of
Air II General, Inc. with respect to 2,403 shares.
(3) Solely in his capacities as the controlling shareholder of each of
Air II General, Inc. and 1992 Air, Inc. with respect to 2,740,000
shares Class A Common Stock held by Air Partners, L.P. 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) Includes 1,519,734 shares of Class A Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P..
(5) Solely in his capacity as the controlling shareholder of each of Air
II General, Inc. and 1992 Air, Inc. with respect to the 3,382,632
shares of Class B Common Stock that may be acquired upon the
exercise of warrants held by Air Partners, L.P.
(6) Includes 3,382,632 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners, L.P.
(7) 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.
(8) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 24,869,706 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.
(9) Includes 3,000 shares of Class B Common Stock that may be acquired
by Mr. Bonderman upon the exercise of outside director stock
options.
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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 - 441,225 (1)
Number of 8. Shared Voting Power:
Shares Class A - 46,322 (2)
Beneficially Class B - 0
Owned By
Each 9. Sole Dispositive Power:
Reporting Class A - 8,200 (1)
Person With Class B - 441,225 (1)
10. Shared Dispositive Power:
Class A - 46,322 (2)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 80,215 (2)(3)
Class B - 498,412 (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 - 1.3% (3)(5)
Class B - 2.3% (4)(6)
14. Type of Reporting Person: PN
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(1) Power is exercised through its general partner, David Bonderman.
(2) 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.
(3) Includes 25,693 shares of Class A Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to the limited partnership interest in Air Partners,
L.P. held by Bonderman Family Limited Partnership.
(4) Includes 57,187 shares of Class B Common Stock that may be acquired
upon the exercise of warrants 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, 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.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 21,541,261 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.
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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:
Class A - 0
Class B - 412,499 (1)
Number of
Shares 8. Shared Voting Power:
Beneficially Class A - 463,230 (1)
Owned By Class B - 0
Each
Reporting 9. Sole Dispositive Power:
Person With Class A - 0
Class B - 412,499 (1)
10. Shared Dispositive Power:
Class A - 463,230 (1)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 720,159 (1)(2)
Class B - 984,374 (3)(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 - 11.0% (2)(5)
Class B - 4.5% (4)(6)
14. Type of Reporting Person: PN
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(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) Includes 256,929 shares of Class A Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to the limited partnership interest in Air Partners,
L.P. held by Bondo Air.
(3) Solely in its capacity as a limited partner of Air Partners, L.P.
with respect to 571,875 shares of Class B Common Stock that may be
acquired upon the exercise of warrants held by Air Partners and that
may be attributable to the limited partnership interests held by
Bondo Air pursuant to the Partnership Agreement.
(4) Includes 571,875 shares of Class B Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to the limited partnership interests in Air Partners,
L.P. held by Bondo Air.
(5) 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.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 22,055,949 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.
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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:
Class A - 0
Class B - 406,312 (1)
Number of
Shares 8. Shared Voting Power:
Beneficially Class A - 456,282 (1)
Owned By Class B - 0
Each
Reporting 9. Sole Dispositive Power: -0-
Person With Class A - 0
Class B - 406,312 (1)
10. Shared Dispositive Power:
Class A - 456,282 (1)
Class B - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Class A - 709,357 (1)(2)
Class B - 969,609 (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 - 4.4% (3)(5)
14. Type of Reporting Person: IN
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(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 98.5% of the
shares of Class A Common Stock and Class B Common Stock beneficially
owned by Bondo Air or 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) Includes 253,075 shares of Class A Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to 98.5% of the limited partnership interest in Air
Partners, L.P. held by Bondo Air.
(3) Includes 563,297 shares of Class B Common Stock that may be acquired
upon the exercise of warrants held by Air Partners, L.P. and
attributable to 98.5% of 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 22,047,371 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.
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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, as amended by Amendment No. 1 dated August 11, 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.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
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 3,382,632, which constitutes
approximately 13.6% of the 24,866,706 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, and because of its direct ownership of 379,194 shares of the Class
B Stock, 1992 Air GP may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 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 an aggregate of
3,761,826 shares of the Class B Stock, which constitutes approximately 15.1%
of the 24,866,706 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, and because of its direct ownership of 2,403 shares of the Class B
Stock 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) an
aggregate 3,385,035 shares of the Class B Stock, which constitutes
approximately 13.6% of the 24,866,706 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) 3,761,826
shares of the Class B Stock, which constitutes approximately 15.1% of the
24,866,706 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,
and because of his direct ownership of 142,684 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) an
aggregate 4,351,138 shares of the Class B Stock, which constitutes
approximately 17.5% of the 24,869,706 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
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 498,412, 441,225 of which Bonderman Family owns directly and
57,187 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 2.3% of the 21,541,261 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. The aggregate number of shares of the Class B Stock
that Bondo Air owns, or may be deemed to own, beneficially, pursuant to Rule
13d-3 under the Act, is 984,374, 412,499 of which Bondo Air owns directly and
571,875 of which Bondo Air 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 4.5% of the 22,055,949 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 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, 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 969,608 shares of the Class
B Stock, which constitutes approximately 4.4% of the 22,047,371 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 attributable to Bondo Air's limited partnership interest in
Air Partners.
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 has no power to vote
or to direct the vote of any shares of the Class B Stock. Additionally, the
voting and dispositive power with respect to the shares of Class A 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 majority general partner, 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. Acting through its majority general
partner, 1992 Air GP has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 379,194 shares of the Class B Stock.
AIR II
In its capacity as one of two general partners 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. Acting through its controlling
shareholder, Air II has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,403 shares of the Class B Stock.
AIR, INC.
In its capacity as the majority general partner 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 the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 379,194 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 the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 381,597 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 441,225 shares of the Class B Stock.
Bonderman has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 142,684 shares of Class B Common 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 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 441,225 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.
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 attributable to
Bondo Air's limited partnership interest in Air Partners. Bondo Air has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 412,499 shares of Class B Stock.
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
attributable to Bondo Air's limited partnership interest in Air Partners.
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, Brener may be deemed to have the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
406,312 shares of the Class B Stock held by Bondo Air.
(c) As of March 29, 1996, Air Partners distributed 2,742,773 shares
of Class B Stock to its partners in a pro rata in kind distribution, subject
to the receipt by the Issuer of the agreements from partners, including the
Reporting Persons who are partners, described in Item 6 below. No
consideration was paid by the partners in connection with the distribution.
In the distribution, each of the following Reporting Persons received the
number of shares of Class B Stock set forth opposite his or its name below:
Reporting Person Shares of Class B Stock
1992 Air GP 379,194
Air II 2,403
Bonderman 142,684
Bonderman Family 41,225
Bondo Air 412,499
The other partners of Air Partners received in the aggregate the
remaining 1,764,768 shares of Class B Stock being distributed.
On March 15, 1996 Bonderman Family purchased 150,000 shares of the
Class B Stock at the price of $10.00 per share pursuant to the exercise of an
over-the-counter call option contract.
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 in the previous 60 days.
(d)-(e)
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby partially amended by adding at the end thereof, the
following:
Except as disclosed in this Statement on Schedule 13D (including the
original Schedule 13D filing, as amended), the Reporting Persons know of no
contracts, arrangements, understandings or relationships between or among
themselves, or between the Reporting Persons and any other person, with
respect to any securities of the Issuer.
As a condition to the distribution of Class B Stock by Air Partners
described in Item 5(c) above, the partners of Air Partners, including the
Reporting Persons who are partners, are required to agree with the Issuer (the
"Partners Lock Up") (i) to be bound by the restrictions agreed to by Air
Partners in a lock up agreement entered into by Air Partners (the "Air
Partners Lock Up") in connection with the issuance by the Issuer of its 6-3/4%
Convertible Subordinated Notes due April 15, 2006 and (ii) to comply with
certain restrictions on the transfer of the Class B Stock received in the
distribution so as to avoid the imposition of any restrictions, pursuant to
Rule 382 of the Internal Revenue Code of 1986, as amended, on the Issuer's
ability to utilize its net operating losses.
In connection with the distribution of Class B Stock by Air Partners
described in Item 5(c) above, and subject to the receipt by the Issuer of the
agreements from the partners, including the Reporting Persons who are
partners, described in this Item 6, Air Partners assigned to each partner in
respect of the Class B Stock distributed to it (the "Assignment") the right to
certain "piggy-back" registration rights under Section 2.2 of the Registration
Rights Agreement among Air Partners, Air Canada and the Issuer dated as of
April 27, 1993.
The description set forth in this Item 6 of the Air Partners Lock Up,
the Partners Lock Up and the Assignment do not purport to be complete and are
qualified in their entirety by reference to such agreements, the form of each
of which is being filed as an exhibit to this Schedule 13D Statement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 4.1 Subscription and Stockholders' Agreement, dated as of April 27,
1993, among Air Partners, Air Canada and the Issuer, previously
filed.
Exhibit 4.2 Warrant Agreement, dated as of April 27, 1993, by and between
the Issuer and the Warrant Agent as defined therein, previously
filed.
Exhibit 4.3 Registration Rights Agreement dated as of April 27, 1993, among
Air Partners, Air Canada and the Issuer, previously filed.
Exhibit 4.4 Form of Lock Up Agreement between Air Partners and Goldman Sachs
International, filed herewith.
Exhibit 4.5 Form of Lock Up Agreement between each Partner of Air Partners
and the Issuer, filed herewith.
Exhibit 4.6 Form of Assignment of Registration Rights by Air Partners
in favor of each Partner of Air Partners, filed herewith.
Exhibit 24.1 Power of Attorney dated August 7, 1995 by Alfredo Brener,
previously filed.
Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.2 Amended and Restated Limited Partnership Agreement of Air
Partners, L. P., together with the first amendment thereto,
previously filed.
<PAGE>
<PAGE>
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: April 3, 1996
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 4.4
LOCK UP AGREEMENT
March ___, 1996
GOLDMAN SACHS INTERNATIONAL
c/o Goldman Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
The undersigned have been informed that CONTINENTAL AIRLINES, INC.
("Continental" or the "Company"), proposes to issue $200,000,000* of its 6-
3/4% Convertible Subordinated Notes due April 15, 2006 ("Notes"). The
undersigned have been informed that Continental has prepared an Offering
Circular regarding the Notes (the "Offering Circular") and will enter into an
underwriting agreement (the "Underwriting Agreement") with Goldman Sachs
International (the "Underwriter").
To facilitate the sale of the Notes to be sold thereunder and in
consideration of the Underwriter's entering into the Underwriting Agreement,
the undersigned hereby irrevocably confirms, covenants and agrees for the
benefit of Continental and the Underwriter that, except as set forth herein,
it will not, directly or indirectly, offer, sell, contract to sell or
otherwise dispose of any shares of any class of Continental's common stock
registered in the name of, or beneficially owned or controlled by the
undersigned on the date hereof, or any securities exchangeable or exercisable
for or convertible into shares of any class of common stock of the Company, or
any substantially similar securities (collectively, the "Exchangeable
Securities"), for a period of 60 days after February 27, 1997, without the
prior written consent of Goldman Sachs International, except that the
undersigned may (i) convert shares of such common stock or Exchangeable
Securities into Continental common stock of another class or other
Exchangeable Securities and (ii) transfer any such securities to any of its
partners or affiliates if the transferee provides Continental with an executed
and binding agreement of such entity to be bound by the agreements set forth
herein.
The undersigned further represents to you that as of the date hereof
the undersigned is not a party to (nor are any of the shares of any class of
Continental's common stock registered in the name of, beneficially owned or
controlled by the undersigned or any Exchangeable Securities owned by the
undersigned subject to), any option, warrant or other right to acquire such
common stock or Exchangeable Securities by any other person or entity other
than as provided in the Subscription and Stockholder's Agreement dated as of
April 27, 1993 among Continental, Air Canada and Air Partners, L.P.
The undersigned acknowledges and agrees that this agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
undersigned and you.
Very truly yours,
AIR PARTNERS, L.P.
By: 1992 AIR GP
General Partner
By: 1992 AIR INC.
General partner
By: _________________________
Name:
Title:
* plus an additional $30,000,000 issuable upon exercise of the
Underwriter's over-allotment option
EXHIBIT 4.5
LETTER OF INSTRUCTION
_____________, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Suite 2010
Houston, Texas 77018
Ladies and Gentlemen:
1. Instructions for Issuance of Stock Certificates.
In connection with the distribution (the "Distribution") by Air Partners,
L.P. ("Air Partners") to its partners of certain shares of Class B common
stock, par value $.01 per share (the "Class B common stock") of Continental
Airlines, Inc. ("Continental"), the undersigned hereby authorizes and directs
you to cause certificates representing the Class B common stock to be issued
in the name of the undersigned and delivered to the address set forth below:
Mail to:
Address: ____________________________________
____________________________________
2. Convertible Debt Lock Up.
The undersigned has been informed that Air Partners entered into a lock
up agreement (the "Air Partners Lock Up") for your benefit and the benefit of
Goldman Sachs International in connection with your recent issuance of 6-3/4%
Convertible Subordinated Notes due April 15, 2006. In consideration of and in
order to facilitate the Distribution, the undersigned hereby agrees to be
bound by the agreements in the Air Partners Lock Up that are set forth in the
following paragraph:
the undersigned hereby irrevocably confirms, covenants and
agrees for the benefit of Continental and Goldman Sachs
International that, except as set forth herein, it will
not, directly or indirectly, offer, sell, contract to sell
or otherwise dispose of any shares of any class of
Continental's common stock registered in the name of, or
beneficially owned or controlled by the undersigned on the
date hereof, or any securities exchangeable or exercisable
for or convertible into shares of any class of common
stock of Continental, or any substantially similar
securities (collectively, the "Exchangeable Securities"),
for a period of 60 days after February 27, 1996, without
the prior written consent of Goldman Sachs International,
except that the undersigned may (i) convert shares of such
common stock or Exchangeable Securities into Continental
common stock of another class or other Exchangeable
Securities and (ii) transfer any such securities to any of
its partners or affiliates if the transferee provides
Continental with an executed and binding agreement of such
entity to be bound by the agreement set forth herein.
3. No Private Sales to 5% Stockholders.
In consideration of and in order to facilitate the Distribution, the
undersigned further agrees as follows:
(a) For purposes of this paragraph 3, the following terms have the
respective meanings set forth below:
"Code" means the Internal Revenue Code of 1986, as amended;
"Five-Percent Stockholder" means Person or group of Persons
identified as a "five-percent shareholder" of Continental for
purposes of Section 382 of the Code and the Treasury Regulations
promulgated thereunder;
"Percentage Stock Ownership" means the percentage of beneficial or
legal ownership of Class B common stock as determined in accordance
with Section 382 of the Code and the Treasury Regulations
promulgated thereunder;
"Person" means an individual, corporation, estate, trust,
association, company, partnership or similar organization;
"Transfer" means any sale, transfer, assignment, conveyance, pledge
or other disposition or the issuance of any option to sell,
transfer, assign, convey, pledge or otherwise dispose; and
"Treasury Regulation Section 1.382" means the final and temporary
income tax regulations promulgated under Section 382 of the Code and
any successor temporary or final regulation or regulations. Each
reference to any subsection of such regulations includes references
to any successor to such subsection.
(b) The undersigned will not, directly or indirectly, Transfer
legal or beneficial ownership of Class B common stock prior to December
16, 1996 or attempt to Transfer Class B common stock by entering into an
agreement (including any arrangement treated as an option under Treasury
Regulation Section 1.382-4) prior to December 16, 1996, in each case to
the extent that, to the knowledge of the undersigned, as a result of such
purported Transfer (or any series of Transfers of which such purported
Transfer is a part), either (i) any Person or group of Persons would
become a Five-Percent Stockholder or (ii) the Percentage Stock Ownership
of any Five-Percent Stockholder would be increased; provided that the
foregoing provisions shall not prohibit sales through the facilities of
any national securities exchange of Class B common stock listed on such
national securities exchange in "brokers transactions" or in direct
transactions with a "market maker" (as each such term is used in Rule 144
under the Securities Act of 1933, as amended) unless the undersigned has
actual knowledge that the ultimate purchaser in any such transaction (or
any series of transactions of which such purported transaction is a part)
is (i) a Person or group or Persons that would become a Five-Percent
Stockholder as a result of the sale or (ii) an existing Five-Percent
Stockholder.
Any purported Transfer of Class B common stock in violation of this
Section 3(b), or any purported Transfer of Class B common stock that
would violate this Section 3(b) if the phrases "to the knowledge of the
undersigned" and "the undersigned has actual knowledge that" contained
herein were deleted, shall be null and void and shall not operate to
transfer title to, or any interest in, the Class B common stock
purportedly Transferred to the purported transferee.
The agreements set forth herein shall be binding upon and inure to the
benefit of the successors and assigns of the undersigned and you.
Very truly yours,
_______________________________________
Name of Partner:
By: _____________________________
Name:
Title:
EXHIBIT 4.6
ASSIGNMENT OF INCIDENTAL REGISTRATION RIGHTS
This Assignment, dated the 29th day of March, 1996, by Air Partners,
L.P., a Texas limited partnership ("Air Partners") in favor of each of the
limited partners of Air Partners named on Exhibit "A" hereto (individually, a
"Partner" and collectively, the "Partners"). Capitalized terms used but not
defined herein shall have the meanings specified in the Registration Rights
Agreement among Air Partners, L.P., Air Canada and Continental Airlines, Inc.,
dated as of April 26, 1993 (the "Registration Rights Agreement").
W I T N E S S E T H :
WHEREAS, pursuant to a memorandum addressed to the Partners dated the
date hereof (the "Memorandum"), Air Partners determined to make a distribution
to the Partners, effective as of the date hereof, of the shares of Class B
common stock of Continental (the "Shares") held by Air Partners; and
WHEREAS, Air Partners has the right to request the incidental
registration of the Registrable Shares (which include the Shares) by
Continental pursuant to the Registration Rights Agreement;
NOW, THEREFORE, in connection with the distribution of the Shares to the
Partners, and subject to the prior execution by each Partner of the Letter of
Instruction attached to the Memorandum, Air Partners does hereby assign to
each Partner in respect of the Shares distributed to it (i) the right to
request incidental registration of such Shares in accordance with Section 2.2
of the Registration Rights Agreement (the "Incidental Registration Rights")
and (ii) all other rights under the Registration Rights Agreement necessary
solely in connection with any exercise of the Incidental Registration Rights
by such Partner; provided that no Partner may assign the Incidental
Registration Rights assigned to it hereunder to any other Person.
IN WITNESS WHEREOF, Air Partners has caused this Assignment Agreement to
be duly executed and delivered as of the date first above written.
AIR PARTNERS, L.P.
By:__________________________________
Name:
Title:
<PAGE>
<PAGE>
EXHIBIT "A"
1992 AIR GP
AIR II GENERAL, INC.
DAVID BONDERMAN
BONDERMAN FAMILY LIMITED PARTNERSHIP
ESTATE OF LARRY L. HILLBLOM
DHL MANAGEMENT SERVICES, I
LECTAIR PARTNERS
SUN AMERICA, INC.
ELI BROAD
AMERICAN GENERAL CORPORATION
DONALD STURM
CONAIR LIMITED PARTNERS, L.P.
BONDO AIR L.P.
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.
