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):
March 25, 2002
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) Indentification 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. 333-67886) of
Continental Airlines, Inc. The Registration Statement and the final Prospectus
Supplement, dated March 11, 2002, to the Prospectus, dated August 23, 2001,
relate to the offering of Continental Airlines, Inc.'s Class G-1 and Class G-2
Pass Through Certificates, Series 2002-1.
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/ JENNIFER L. VOGEL
-------------------------
Jennifer L. Vogel
Vice President and
General Counsel
April 9, 2002
EXHIBIT INDEX
1.1 Underwriting Agreement, dated March 11, 2002, among Credit Suisse
First Boston Corporation, J.P. Morgan Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc. and Morgan Stanley & Co. Incorporated, as Underwriters, Credit
Suisse First Boston, New York branch, as Depositary, and Continental
Airlines, Inc.
4.1 Trust Supplement No. 2002-1G-1-O, dated as of March 25, 2002,
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. 2002-1G-1-S, dated as of March 25, 2002,
between Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.3 Trust Supplement No. 2002-1G-2-O, dated as of March 25, 2002,
between Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.4 Trust Supplement No. 2002-1G-2-S, dated as of March 25, 2002,
between Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.5 Revolving Credit Agreement (2002-1G-1), dated as of March 25, 2002,
between Wilmington Trust Company, as Subordination Agent, as
Borrower, and Landesbank Hessen-Thuringen Girozentrale, as Primary
Liquidity Provider
4.6 Revolving Credit Agreement (2002-1G-2), dated as of March 25, 2002,
between Wilmington Trust Company, as Subordination Agent, as
Borrower, and Landesbank Hessen-Thuringen Girozentrale, as Primary
Liquidity Provider
4.7 ISDA Master Agreement, dated as of March 25, 2002, between Merrill
Lynch Capital Services, Inc. and Wilmington Trust Company, as
Subordination Agent
4.8 Schedule to the Master Agreement, dated as of March 25, 2002,
between Merrill Lynch Capital Services, Inc. and Wilmington Trust
Company, as Subordination Agent
4.9 Class G-1 Above Cap Liquidity Facility Confirmation, dated March 25,
2002, from Merrill Lynch Capital Services, Inc. to Wilmington Trust
Company, as Subordination Agent
4.10 Guarantee, dated March 25, 2002, of Merrill Lynch & Co. with respect
to the Class G-1 Above-Cap Liquidity Facility
4.11 Insurance and Indemnity Agreement, dated as of March 25, 2002, by
and among Ambac Assurance Corporation, as Policy Provider,
Continental Airlines, Inc. and Wilmington Trust Company, as
Subordination Agent
4.12 Ambac Certificate Guaranty Insurance Policy, dated March 25, 2002,
bearing Policy Number AB0542BE, and the corresponding Certificate
Guaranty Insurance Policy Endorsement, dated March 25, 2002, issued
to Wilmington Trust Company, as Subordination Agent and Trustee, and
Landesbank Hessen-Thuringen Girozentrale, as Class G-1 Primary
Liquidity Provider
4.13 Ambac Certificate Guaranty Insurance Policy, dated March 25, 2002,
bearing Policy Number AB0543BE, and the corresponding Certificate
Guaranty Insurance Policy Endorsement, dated March 25, 2002, issued
to Wilmington Trust Company, as Subordination Agent and Trustee, and
Landesbank Hessen-Thuringen Girozentrale, as Class G-2 Primary
Liquidity Provider
4.14 Intercreditor Agreement, dated as of March 25, 2002, among
Wilmington Trust Company, as Trustee, Landesbank Hessen-Thuringen
Girozentrale, as Class G-1 and Class G-2 Primary Liquidity Provider,
Merrill Lynch Capital Services, Inc., as Class G-1 Above-Cap
Liquidity Provider, Ambac Assurance Corporation, as Policy Provider,
and Wilmington Trust Company, as Subordination Agent and Trustee
4.15 Deposit Agreement (Class G-1), dated as of March 25, 2002, between
Wells Fargo Bank Northwest, National Association, as Escrow Agent,
and Credit Suisse First Boston, New York branch, as Depositary
4.16 Deposit Agreement (Class G-2), dated as of March 25, 2002, between
Wells Fargo Bank Northwest, National Association, as Escrow Agent,
and Credit Suisse First Boston, New York branch, as Depositary
4.17 Escrow and Paying Agent Agreement (Class G-1), dated as of March 25,
2002, among Wells Fargo Bank Northwest, National Association, as
Escrow Agent, Credit Suisse First Boston Corporation, J.P. Morgan
Securities Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated,
Salomon Smith Barney Inc. and Morgan Stanley & Co. Incorporated, as
Underwriters, Wilmington Trust Company, as Trustee, and Wilmington
Trust Company, as Paying Agent
4.18 Escrow and Paying Agent Agreement (Class G-2), dated as of March 25,
2002, among Wells Fargo Bank Northwest, National Association, as
Escrow Agent, Credit Suisse First Boston Corporation, J.P. Morgan
Securities Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated,
Salomon Smith Barney Inc. and Morgan Stanley & Co. Incorporated, as
Underwriters, Wilmington Trust Company, as Trustee, and Wilmington
Trust Company, as Paying Agent
4.19 Note Purchase Agreement, dated as of March 25, 2002, among
Continental Airlines, Inc., Wilmington Trust Company, as Trustee,
Wilmington Trust Company, as Subordination Agent, Wells Fargo Bank
Northwest, National Association, as Escrow Agent, and Wilmington
Trust Company, as Paying Agent
4.20 Form of Participation Agreement (Participation Agreement between
Continental Airlines, Inc., Owner, and Wilmington Trust Company, as
Mortgagee, Subordination Agent and Trustee) (Exhibit B to Note
Purchase Agreement)
4.21 Form of Indenture (Trust Indenture and Mortgage between Continental
Airlines, Inc., Owner, and Wilmington Trust Company, as Mortgagee)
(Exhibit C to Note Purchase Agreement)
4.22 Reference Agency Agreement, dated as of March 25, 2002, between
Continental Airlines, Inc., Wilmington Trust Company, as
Subordination Agent, Wilmington Trust Company, as Loan Trustee,
Wilmington Trust Company, as Reference Agent, and Wells Fargo Bank
Northwest, National Association, as Escrow Agent.
4.23 LIBOR + 0.45% Continental Airlines Pass Through Certificate
2002-1G-1-O, Certificate No. 1
4.24 6.563% Continental Airlines Pass Through Certificate 2002-1G-2-O,
Certificate No. 1
23.1 Consent of AVITAS, Inc., dated March 11, 2002
23.2 Consent of BK Associates, Inc., dated March 11, 2002
23.3 Consent of Morten Beyer and Agnew, Inc., March 11, 2002