SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d
(Amendment No. )*
Continental Airlines, Inc.
--------------------------
(Name of Issuer)
Class B Common Stock
-----------------------------
(Title of Class of Securities
210795308
--------------
(CUSIP Number)
May 20, 2004
------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,937,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,937,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth Advisors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,937,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,937,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
12. TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicholas M. Maounis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,937,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,937,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). Name of Issuer:
Continental Airlines, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1600 Smith Street
Houston , Texas 77002
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office or, if None, Residence:
Item 2(c). Citizenship:
Amaranth LLC
c/o Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
Cayman Islands company
Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
Delaware limited liability company
Nicholas M. Maounis
c/o Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
U.S. Citizen
Amaranth Advisors L.L.C. is the trading advisor for Amaranth LLC
("Amaranth") and has been granted investment discretion over portfolio
investments, including the Common Stock (as defined below), held by each of
them. Maounis is the managing member of Amaranth Advisors L.L.C. and may, by
virtue of his position as managing member, be deemed to have power to direct the
vote and disposition of the Common Stock held for Amaranth.
Item 2(d). Title of Class of Securities
Class B Common Stock, $.01 Par Value ("Common Stock")
Item 2(e). CUSIP Number: 210795308
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own 3,937,500 shares of
the Issuer's Common Stock, which are comprised of (i)87,500
shares of Common Stock, (ii) the Issuer's 5.0% debentures
which are convertible into an aggregate of 2,300,000 shares
of Common Stock, and (iii) listed options that can be
exercised into 1,550,000 shares of Common Stock.
(b) Percent of class:
5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a).
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ]. Not
applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Shareholders of Amaranth indirectly participate in the receipt of dividends
from, and proceeds from the sale of, the Common Stock held for the account of
Amaranth.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2 in lieu of an Exhibit.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: June 1, 2004
AMARANTH LLC, by Amaranth Advisors L.L.C., as Trading Advisor
By:/s/ Nicholas M. Maounis
-----------------------
Nicholas M. Maounis,
Managing Member
AMARANTH ADVISORS L.L.C.
By:/s/ Nicholas M. Maounis
-----------------------
Nicholas M. Maounis,
Managing Member
/s/ Nicholas M. Maounis
-------------------
Nicholas M. Maounis
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G signed by
each of the undersigned shall be, filed on behalf of each of the undersigned
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated: June 1, 2004
AMARANTH LLC, by Amaranth Advisors L.L.C., as Trading Advisor
By:/s/ Nicholas M. Maounis
-----------------------
Nicholas M. Maounis,
Managing Member
AMARANTH ADVISORS L.L.C.
By:/s/ Nicholas M. Maounis
-----------------------
Nicholas M. Maounis,
Managing Member
/s/ Nicholas M. Maounis
-------------------
Nicholas M. Maounis