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):
April 19, 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 April 4, 2001, to the Prospectus, dated March 23, 2001, relate
to the offering of Continental Airlines, Inc.'s Pass Through Certificates,
Series 2001-1.
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/ JEFFERY A. SMISEK
____________________________________
Jeffery A. Smisek
Executive Vice President, Secretary
and General Counsel
May 4, 2001
EXHIBIT INDEX
1.1 Underwriting Agreement, dated April 4, 2001, among Morgan
Stanley & Co. Incorporated, Salomon Smith Barney Inc., Credit
Suisse First Boston Corporation, Chase Securities Inc. and
Credit Lyonnais Securities (USA) Inc., as Underwriters, Credit
Suisse First Boston, New York branch, as Depositary, and
Continental Airlines, Inc.
4.1 Revolving Credit Agreement (2001-1A-1), dated as of April 19,
2001, between Wilmington Trust Company, as Subordination
Agent, as Borrower, and Landesbank Hessen-Thuringen
Girozentrale, as Liquidity Provider
4.2 Revolving Credit Agreement (2001-1A-2), dated as of April 19,
2001, between Wilmington Trust Company, as Subordination
Agent, as Borrower, and Landesbank Hessen-Thuringen
Girozentrale, as Liquidity Provider
4.3 Revolving Credit Agreement (2001-1B), dated as of April 19,
2001, between Wilmington Trust Company, as Subordination
Agent, as Borrower, and Landesbank Hessen-Thuringen
Girozentrale, as Liquidity Provider
4.4 Trust Supplement No. 2001-1A-1-O, dated April 19, 2001,
between Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.5 Trust Supplement No. 2001-1A-1-S, dated April 19, 2001,
between Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.6 Trust Supplement No. 2001-1A-2-O, dated April 19, 2001,
between Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.7 Trust Supplement No. 2001-1A-2-S, dated April 19, 2001,
between Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.8 Trust Supplement No. 2001-1B-O, dated April 19, 2001, between
Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.9 Trust Supplement No. 2001-1B-S, dated April 19, 2001, between
Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.10 Intercreditor Agreement, dated as of April 19, 2001, among
Wilmington Trust Company, as Trustee, Landesbank
Hessen-Thuringen Girozentrale, as Liquidity Provider, and
Wilmington Trust Company, as Subordination Agent and Trustee
4.11 Deposit Agreement (Class A-1), dated as of April 19, 2001,
between First Security Bank, National Association, as Escrow
Agent, and Credit Suisse First Boston, New York branch, as
Depositary
4.12 Deposit Agreement (Class A-2), dated as of April 19, 2001,
between First Security Bank, National Association, as Escrow
Agent, and Credit Suisse First Boston, New York branch, as
Depositary
4.13 Deposit Agreement (Class B), dated as of April 19, 2001,
between First Security Bank, National Association, as Escrow
Agent, and Credit Suisse First Boston, New York branch, as
Depositary
4.14 Escrow and Paying Agent Agreement (Class A-1), dated as of
April 19, 2001 among First Security Bank, National
Association, as Escrow Agent, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., Credit Suisse First
Boston Corporation, Chase Securities Inc. and Credit Lyonnais
Securities (USA) Inc., as Underwriters, Wilmington Trust
Company, as Trustee, and Wilmington Trust Company, as Paying
Agent
4.15 Escrow and Paying Agent Agreement (Class A-2), dated as of
April 19, 2001, among First Security Bank, National
Association, as Escrow Agent, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., Credit Suisse First
Boston Corporation, Chase Securities Inc. and Credit Lyonnais
Securities (USA) Inc., as Underwriters, Wilmington Trust
Company, as Trustee, and Wilmington Trust Company, as Paying
Agent
4.16 Escrow and Paying Agent Agreement (Class B), dated as of April
19, 2001, among First Security Bank, National Association, as
Escrow Agent, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., Credit Suisse First Boston Corporation, Chase
Securities Inc. and Credit Lyonnais Securities (USA) Inc. as
Underwriters, Wilmington Trust Company, as Trustee, and
Wilmington Trust Company, as Paying Agent
4.17 Note Purchase Agreement, dated as of April 19, 2001, among
Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, Wilmington Trust Company, as Subordination Agent,
First Security Bank, National Association, as Escrow Agent,
and Wilmington Trust Company, as Paying Agent
4.18 Form of Leased Aircraft Participation Agreement (Participation
Agreement among Continental Airlines, Inc., Lessee,
[______________], Owner Participant, First Security Bank,
National Association, Owner Trustee, Wilmington Trust Company,
Mortgagee and Loan Participant) (Exhibit A-1 to Note Purchase
Agreement)
4.19 Form of Lease (Lease Agreement between First Security Bank,
National Association, Lessor, and Continental Airlines, Inc.,
Lessee) (Exhibit A-2 to Note Purchase Agreement)
4.20 Form of Leased Aircraft Indenture (Trust Indenture and
Mortgage between First Security Bank, National Association,
Owner Trustee, and Wilmington Trust Company, Mortgagee)
(Exhibit A-3 to Note Purchase Agreement)
4.21 Form of Leased Aircraft Trust Agreement (Trust Agreement
between [________] and First Security Bank, National
Association) (Exhibit A-5 to Note Purchase Agreement)
4.22 Form of Special Indenture (Trust Indenture and Mortgage
between First Security Bank, National Association, Owner
Trustee and Wilmington Trust Company, Mortgagee) (Exhibit A-6
to Note Purchase Agreement)
4.23 Form of Owned Aircraft Participation Agreement (Participation
Agreement among Continental Airlines, Inc., Owner, and
Wilmington Trust Company, as Mortgagee, Subordination Agent
and Trustee) (Exhibit C-1 to Note Purchase Agreement)
4.24 Form of Owned Aircraft Indenture (Trust Indenture and Mortgage
between Continental Airlines, Inc., Owner, and Wilmington
Trust Company, Mortgagee) (Exhibit C-2 to Note Purchase
Agreement)
4.25 6.703% Continental Airlines Pass Through Certificate
2001-1A-1-O, Certificate No. 1
4.26 6.503% Continental Airlines Pass Through Certificate
2001-1A-2-O, Certificate No. 1
4.27 7.373% Continental Airlines Pass Through Certificate
2001-1B-O, Certificate No. 1
23.1 Consent of Aircraft Information Services, Inc., dated April 4,
2001
23.2 Consent of AVITAS, Inc., dated April 4, 2001
23.3 Consent of Morten Beyer and Agnew, Inc., dated April 4, 2001