SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CONTINENTAL AIRLINES, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
210795209
(CUSIP Number)
DOUGLAS M. STEENLAND
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
TELEPHONE: (612) 727-6500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 5, 2000
(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 [ ]
Note: Six copies of this Statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
_______________________________
* 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).
<PAGE>
CUSIP No. 210795209
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1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Northwest Airlines Corporation (IRS Identification No. 41-1905580)
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2. Check the Appropriate Box if a Member of a Group
(a)
(b)
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3. SEC Use Only
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4. Source of Funds
OO (See Item 3)
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
State of Delaware
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7. Sole Voting Power
NUMBER -0-
OF SHARES -------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 9,514,868 shares
EACH -------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH -0-
-------------------------------
10. Shared Dispositive Power
9,514,868 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,514,868 shares
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12. Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row (11)
Class A - 86.7% (See Item 5)
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14. Type of Reporting Person
CO
-3-
<PAGE>
This Amendment No. 5 (this "Amendment") amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed on February 4, 1998, on
behalf of Northwest Airlines Holdings Corporation, a Delaware corporation
(formerly Northwest Airlines Corporation, "Holdings"), as amended by Amendment
No. 1 thereto filed on March 5, 1998 ("Amendment No. 1"), Amendment No. 2
thereto filed on May 1, 1998 ("Amendment No. 2"), Amendment No. 3 thereto
filed on November 30, 1998 ("Amendment No. 3"), and Amendment No. 4 thereto
filed on November 2, 2000, relating to the Class A Common Stock, par value
$.01 per share ("Issuer Class A Common Stock"), of Continental Airlines, Inc.,
a Delaware corporation (the "Issuer"). Capitalized terms used and not defined
in this Amendment have the meanings set forth in the Schedule 13D, as amended.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3 and Amendment No. 4 thereto, is hereby amended and supplemented
by adding the following at the end thereof:
On November 6, 2000 Northwest Airlines Corporation("Northwest") issued a
press release stating that on November 5, 2000, the Issuer, Holdings, Northwest
and Northwest Airlines, Inc. reached an agreement in principle regarding the
recapitalization of the Issuer's Class A common stock, the repurchase by the
Issuer of certain Class A common stock of the Issuer owned by Northwest and
Holdings and certain other matters related to the Alliance Agreement between
the Issuer and Northwest Airlines, Inc.
-4-
<PAGE>
The Press Release, the Agreement in Principle and the related Class A
Recapitalization Term Sheet are filed as Exhibits 11, 12 and 13, respectively,
hereto.
Except as described above, and except as described in Amendment No. 1,
Amendment No. 2, Amendment No. 3 and Amendment No. 4, Northwest has no
plans or proposals which relate to or would result in any of the matters
described in paragraphs (a) to (j) under Item 4 of the Schedule 13D.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The response to Item 4 above is incorporated in this Item 6 by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 11. Press Release
Exhibit 12. Agreement in Principle
Exhibit 13. Class A Recapitalization Term Sheet
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: November 7, 2000
NORTHWEST AIRLINES CORPORATION
By: /s/ Douglas M. Steenland
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Douglas M. Steenland
Executive Vice President, General
Counsel and Secretary
