Filed pursuant to Rule 424(b)(3)
Registration No. 333-55144
Prospectus Supplement No. 2 to
Prospectus dated March 19, 2001
5,000,000 TIDESSM
Continental Airlines Finance Trust II
6% Convertible Preferred Securities,
Term Income Deferrable Equity Securities (TIDES)SM*
(liquidation amount $50 per each of the TIDES)
guaranteed by, and convertible into Class B common stock of,
Continental Airlines, Inc.
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The selling holders identified in this prospectus supplement and the
accompanying prospectus may offer, from time to time:
o 6% Convertible Preferred Securities, Term Income Deferrable Equity
Securities (TIDES)SM, or TIDES SM of Continental Airlines Finance Trust II
o 6% Convertible Junior Subordinated Debentures due 2030 of Continental
Airlines, Inc.
o shares of Class B common stock of Continental Airlines, Inc.
Continental Airlines Finance Trust II is a Delaware business trust. The
TIDES represent undivided beneficial ownership interests in the assets of
Continental Airlines Finance Trust II.
The selling holders may sell these securities from time to time
directly to purchasers or through agents, underwriters or dealers. We will not
receive any proceeds from the sale of these securities.
*The terms Term Income Deferrable Equity Securities (TIDES)SM and
TIDESSM are registered service marks of Credit Suisse First Boston Corporation.
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You should carefully consider matters discussed under the caption "Risk
Factors" in the accompanying prospectus beginning on page 7.
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission nor has
the Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
The section in the accompanying prospectus entitled "Selling Holders"
is hereby supplemented to include the following information:
SELLING HOLDERS
The TIDES were originally issued by the trust and sold by Credit Suisse
First Boston Corporation and UBS Warburg LLC in a transaction exempt from the
registration requirements of the Securities Act, to persons reasonably believed
by such initial purchasers to be "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act). The holders named below and their
transferees, pledgees, donees or successors, which we refer to as the selling
holders, may from time to time offer and sell pursuant to this prospectus
supplement any or all of the TIDES, and any common stock issued upon conversion
of the TIDES.
The following table sets forth information, as of April 2, 2001, with
respect to the selling holders of the TIDES not listed in the accompanying
prospectus and the respective number of TIDES beneficially owned by each selling
holder that the selling holder may offer using this prospectus supplement.
Principal Amount of TIDES Number of Shares of Common
Beneficially Owned and Number of Shares of Common Stock Offered
Offered by this Prospectus Stock Owned Prior to the by this Prospectus
Selling Holder Supplement Offering (1) Supplement (1)(2)
--------------------------- ------------------------- --------------------------- ---------------------------
Alpine Partners, L.P....... 13,000 10,833 10,833
Convert ARB Qib............ 10,500 8,750 8,750
HFR Convertible Arbitrage
Account................. 2,500 2,083 2,083
Policemen and Firemen
Retirement System of the
City of Detroit.......... 21,000 17,500 17,500
Subtotal............... 47,000 39,166 39,166
--------- --------- ---------
Aggregate of holders named
in the accompanying
prospectus and prior
prospectus supplements... 4,217,606 3,514,651 3,514,651
--------- --------- ---------
Unnamed holders of TIDES or
any future transferees,
pledgees, donees or
successors of or from
any such named holder
(3)(4)................... 735,394 612,850 612,850
--------- --------- ---------
Total.................. 5,000,000 4,166,667 4,166,667
--------- --------- ---------
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(1) Comprises the shares of common stock into which the TIDES held by such
selling holder are convertible at the initial conversion price. The
conversion price and the number of shares of common stock issuable upon
conversion of the TIDES are subject to adjustment under certain
circumstances. Accordingly, the number of shares of common stock issuable
upon conversion of the TIDES may increase or decrease from time to time.
Fractional shares will not be issued upon conversion of the TIDES; rather,
cash will be paid in lieu of fractional shares, if any.
(2) Assumes the offering of such shares by such selling holder pursuant to the
registration statement of which this prospectus supplement forms a part.
(3) No such holder may offer TIDES or common stock pursuant to the registration
statement of which this prospectus supplement forms a part until such holder
is included as a selling holder in a supplement to the accompanying
prospectus.
(4) Assumes that the unnamed holders of TIDES or common stock or any future
transferees, pledgees, donees or successors of or from any such named holder
do not beneficially own any common stock other than the common stock
issuable upon conversion of the TIDES at the initial conversion price.
None of the selling holders has, or within the past three years has
had, any position, office or other material relationship with the trust or us or
any of its or our predecessors or affiliates.
Because the selling holders may, pursuant to this prospectus supplement
or the accompanying prospectus, offer all or some portion of the TIDES or common
stock they presently hold, no estimate can be given as to the amount of the
TIDES or shares of common stock that will be held by the selling holders upon
termination of any such sales. In addition, some or all of the selling holders
identified above or in the accompanying prospectus may have sold, transferred or
otherwise disposed of all or a portion of their TIDES or common stock since the
date on which they provided the information regarding their TIDES or common
stock, in transactions exempt from the registration requirements of the
Securities Act.
Only selling holders identified above or in the accompanying prospectus
who beneficially own the TIDES or common stock set forth opposite each such
selling holder's name in the foregoing table on or after the effective date of
the registration statement of which this prospectus supplement forms a part may
sell such TIDES or common stock pursuant to the registration statement. We may
from time to time include additional selling holders in further supplements to
the accompanying prospectus.
We will pay the expenses of registering the TIDES and common stock
being offered by this prospectus supplement and the accompanying prospectus.
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The date of this prospectus supplement is April 2, 2001.