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):
July 31, 2001
CONTINENTAL AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-09781 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) 324-5000
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The Exhibit Index is hereby incorporated by reference. The
documents listed on the Exhibit Index are filed as Exhibits with reference to
the Registration Statement on Form S-3 (Registration No. 333-57188) of
Continental Airlines, Inc. The Registration Statement and the final Prospectus
Supplement, dated July 13, 2001, to the Prospectus, dated March 23, 2001, relate
to the offering of Continental Airlines, Inc.'s Class D Pass Through
Certificates, Series 2001-2.
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.
By /S/ JENNIFER L. VOGEL
--------------------------------
Jennifer L. Vogel
Vice President and General Counsel
August 10, 2001
EXHIBIT INDEX
1.1 Underwriting Agreement, dated July 13, 2001, among Morgan Stanley & Co.
Incorporated and Credit Suisse First Boston Corporation, as Underwriters,
Credit Suisse First Boston, New York Branch, as Depositary, and
Continental Airlines, Inc.
4.1 Trust Supplement No. 2001-2D-O, dated July 31, 2001, between Wilmington
Trust Company, as Trustee, and Continental Airlines, Inc. to Pass Through
Trust Agreement, dated as of September 25, 1997
4.2 Trust Supplement No. 2001-2D-S, dated July 31, 2001, between Wilmington
Trust Company, as Trustee, and Continental Airlines, Inc. to Pass Through
Trust Agreement, dated as of September 25, 1997
4.3 Amendment No. 1 to Intercreditor Agreement (1997-4), dated as of July 31,
2001, among Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, ABN AMRO Bank N.V., Chicago Branch, as Liquidity Provider,
Westdeutsche Landesbank Girozentrale, New York Branch, as Liquidity
Provider, and Wilmington Trust Company, as Subordination Agent
4.4 Amendment No. 1 to Intercreditor Agreement (1998-1), dated as of July 31,
2001, among Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, AIG Matched Funding Corp., as Liquidity Provider, and Wilmington
Trust Company, as Subordination Agent
4.5 Amendment No. 1 to Intercreditor Agreement (1998-3), dated as of July 31,
2001, among Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, Westdeutsche Landesbank Girozentrale, New York Branch, as
Liquidity Provider, Morgan Stanley Capital Services, Inc., as Liquidity
Provider, and Wilmington Trust Company, as Subordination Agent
4.6 Amendment No. 1 to Intercreditor Agreement (1999-1), dated as of July 31,
2001, among Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, Bayerische Landesbank Girozentrale, as Liquidity Provider, and
Wilmington Trust Company, as Subordination Agent
4.7 Amendment No. 1 to Intercreditor Agreement (1999-2), dated as of July 31,
2001, among Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, Bayerische Landesbank Girozentrale, as Liquidity Provider, and
Wilmington Trust Company, as Subordination Agent
4.8 Amendment No. 1 to Intercreditor Agreement (2000-1), dated as of July 31,
2001, among Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, Landesbank Hessen-Thuringen Girozentrale, as Liquidity Provider,
Morgan Stanley Capital Services, Inc., as Liquidity Provider, and
Wilmington Trust Company, as Subordination Agent
4.9 Amendment No. 1 to Intercreditor Agreement (2000-2), dated as of July 31,
2001, among Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, Landesbank Hessen-Thuringen Girozentrale, as Liquidity Provider,
and Wilmington Trust Company, as Subordination Agent
4.10 Deposit Agreement, dated as of July 31, 2001, between Wells Fargo Bank
Northwest, National Association, as Escrow Agent, and Credit Suisse First
Boston, New York Branch, as Depositary
4.11 Escrow and Paying Agent Agreement, dated as of July 31, 2001, among Wells
Fargo Bank Northwest, National Association, as Escrow Agent, Morgan
Stanley & Co. Incorporated and Credit Suisse First Boston Corporation, as
Underwriters, Wilmington Trust Company, as Trustee, and Wilmington Trust
Company, as Paying Agent
4.12 Note Purchase Agreement, dated as of July 31, 2001, among Continental
Airlines, Inc., Wilmington Trust Company, as Trustee, and Subordination
Agent, Wells Fargo Bank Northwest, National Association, as Escrow Agent,
and Wilmington Trust Company, as Paying Agent
4.13 Form of Amendment to Owned Aircraft Participation Agreement between
Continental Airlines, Inc. and Wilmington Trust Company, as Mortgagee,
Subordination Agent and Trustee (Exhibit A-1 to Note Purchase Agreement)
4.14 Form of Amendment to Owned Aircraft Indenture between Continental
Airlines, Inc. and Wilmington Trust Company, as Securities Intermediary
and as Mortgagee (Exhibit A-2 to Note Purchase Agreement)
4.15 7.568% Continental Airlines Pass Through Certificate 2001-2D-O,
Certificate No. 1
23.1 Consent of Aircraft Information Services, Inc., dated July 13, 2001
23.2 Consent of AVITAS, Inc. dated July 13, 2001
23.3 Consent of Morten Beyer and Agnew, Inc., dated July 13, 2001
23.4 Consent of BK Associates Inc., dated July 13, 2001
23.5 Consent of AvSolutions, Inc., dated July 13, 2001