SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)<F1>
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)
October 30, 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.
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[FN]
<F1>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
<PAGE>
This Amendment No. 4 (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") and Amendment No. 3 thereto
filed on November 30, 1998 ("Amendment No. 3"), 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 and Amendment No. 3 hereto, is hereby amended and supplemented by adding
the following at the end thereof:
In October 1998, the Antitrust Division of the U.S. Department of Justice
commenced a civil antitrust action in the United States District Court for
the Eastern District of Michigan (Case No. 98-74611) against Northwest and
the Issuer challenging Northwest's acquisition of its ownership stake in the
Issuer. As has been reported in the press, the U.S. District Court
temporarily delayed the start of the trial. The Issuer has previously
indicated publicly that it seeks to acquire such stake from Northwest.
Northwest during such period of delay engaged, and at anytime hereafter may
engage, in discussions concerning the disposition of its stake in the Issuer
back to the Issuer or as otherwise permitted under the agreements between
Northwest and the Issuer.
Except as described above, and except as described in Amendment No. 1,
Amendment No. 2 and Amendment No. 3, 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.
<PAGE>
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: October 30, 2000
NORTHWEST AIRLINES CORPORATION
By: /s/ Douglas M. Steenland
---------------------------------
Douglas M. Steenland
Executive Vice President, General
Counsel and Secretary
