-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0Q9Rlf1tmMEI90sguQbZkjTr7pDgP+Dg9tdLy97Ot+NAKX6wv8t9A4PE8bJKUd0 HZdxy/aGuUXlbvesi7dd1g== /in/edgar/work/20000810/0000888002-00-000247/0000888002-00-000247.txt : 20000921 0000888002-00-000247.hdr.sgml : 20000921 ACCESSION NUMBER: 0000888002-00-000247 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000810 GROUP MEMBERS: ALLIANCE CAPITAL MANAGEMENT L.P. GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA CONSEIL VIE ASSURANCE MUTUELLE GROUP MEMBERS: AXA COURTAGE ASSURANCE MUTUELLE GROUP MEMBERS: AXA FINANCIAL INC GROUP MEMBERS: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION GROUP MEMBERS: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL AIRLINES INC /DE/ CENTRAL INDEX KEY: 0000319687 STANDARD INDUSTRIAL CLASSIFICATION: [4512 ] IRS NUMBER: 742099724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-32119 FILM NUMBER: 690875 BUSINESS ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: DEPT HQSEO CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133245000 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLE EXPRESS AIRLINES INC DATE OF NAME CHANGE: 19890726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: [6311 ] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 SC 13G/A 1 0001.txt SCHEDULE 13G Page 1 of 13 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities exchange Act of 1934 (AMENDMENT NO.9)* CONTINENTAL AIRLS INC ----------------------------------------------------- (NAME OF ISSUER) CL B ----------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 210795308 ----------------------------------------------------- (CUSIP NUMBER) July 31, 2000 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) 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 the disclosures provided in a prior cover page. The information required in 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 FOLLOWING PAGE(S)) CUSIP NO. 210795308 13G Page 2 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 8,624,715 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 10,835,935 July 31, 2000 BY EACH 7. SOLE DISPOSITIVE POWER 23,950,357 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 3,245 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,953,602 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 48.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 210795308 13G Page 3 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 8,624,715 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 10,835,935 July 31, 2000 BY EACH 7. SOLE DISPOSITIVE POWER 23,950,357 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 3,245 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,953,602 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 48.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 210795308 13G Page 4 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Conseil Vie Assurance Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 8,624,715 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 10,835,935 July 31, 2000 BY EACH 7. SOLE DISPOSITIVE POWER 23,950,357 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 3,245 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,953,602 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 48.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 210795308 13G Page 5 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Courtage Assurance Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 8,624,715 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 10,835,935 July 31, 2000 BY EACH 7. SOLE DISPOSITIVE POWER 23,950,357 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 3,245 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,953,602 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 48.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 210795308 13G Page 6 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 8,624,715 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 10,835,935 July 31, 2000 BY EACH 7. SOLE DISPOSITIVE POWER 23,950,357 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 3,245 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,953,602 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 48.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 210795308 13G Page 7 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Financial, Inc. 13-3623351 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5. SOLE VOTING POWER 8,624,715 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 10,835,935 July 31, 2000 BY EACH 7. SOLE DISPOSITIVE POWER 23,950,357 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 3,245 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,953,602 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 48.9% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a) Name of Issuer: Page 8 of 13 Pages CONTINENTAL AIRLS INC Item 1(b) Address of Issuer's Principal Executive Offices: 1600 Smith Street Houston, TX 77002 Item 2(a) and (b) Name of Person Filing and Address of Principal Business Office: AXA Conseil Vie Assurance Mutuelle, 100-101 Terrasse Boieldieu 92042 Paris La Defense France AXA Assurances I.A.R.D Mutuelle, and AXA Assurances Vie Mutuelle, 21, rue de Chateaudun 75009 Paris France AXA Courtage Assurance Mutuelle, 26, rue Louis le Grand 75002 Paris France as a group (collectively, the 'Mutuelles AXA'). AXA 9 Place Vendome 75001 Paris France AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 (Please contact Patrick Meehan at (212) 314-5644 with any questions.) Page 9 of 13 Pages Item 2(c) Citizenship: Mutuelles AXA and AXA - France AXA Financial, Inc. - Delaware Item 2(d) Title of Class of Securities: CL B Item 2(e) CUSIP Number: 210795308 Item 3. Type of Reporting Person: AXA Financial, Inc. as a parent holding company, in accordance with 240.13d-1 (b)(ii)(G). The Mutuelles AXA, as a group, acting as a parent holding company. AXA as a parent holding company. Page 10 of 13 Pages Item 4. Ownership as of July 31, 2000: (a) Amount Beneficially Owned: 23,953,602 shares of common stock beneficially owned including:
No. of Shares --------------------- The Mutuelles AXA, as a group 0 AXA 0 AXA Entity or Entities: AXA Financial, Inc. 0 Subsidiaries: Alliance Capital Management L.P. acquired solely for investment purposes on behalf of client discretionary investment advisory accounts: Common Stock 21,047,802 21,047,802 ---------- Donaldson, Lufkin & Jenrette Securities Corporation held for investment purposes: Common Stock 4,000 4,000 ---------- The Equitable Life Assurance Society of the United States acquired solely for investment purposes. Common Stock 2,901,800 2,901,800 ---------- ----------- Total 23,953,602 =========== Each of the Mutuelles AXA, as a group, and AXA expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G). Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent decisions.) (b) Percent of Class: 48.9% ===========
Page 11 of 13 Pages ITEM 4. Ownership as of 07/31/2000(CONT.) (c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv) Deemed Deemed Deemed Deemed to have to have to have to have Sole Power Shared Power Sole Power Shared Power to Vote to Vote to Dispose to Dispose or to or to or to or to Direct Direct Direct the Direct the the Vote the Vote Disposition Disposition ------------ ------------ ------------ ------------ The Mutuelles AXA, as a group 0 0 0 0 AXA 0 0 0 0 AXA Entity or Entities: NONE AXA Financial, Inc. 0 0 0 0 Subsidiaries: - ------------ Alliance Capital Management L.P. 5,888,515 10,666,335 21,044,557 3,245 Donaldson, Lufkin & Jenrette Securities Corporation 4,000 0 4,000 0 The Equitable Life Assurance Society of the United States 2,732,200 169,600 2,901,800 0 ------------ ------------ ------------ ------------ TOTAL 8,624,715 10,835,935 23,950,357 3,245 ============ ============ ============ ============ Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent voting and investment decisions.
Page 12 of 13 Pages 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ( ) Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company: This Schedule 13G is being filed by AXA Financial, Inc.; AXA, which beneficially owns a majority interest in AXA Financial, Inc.; and the Mutuelles AXA, which as a group control AXA: ( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities; ( ) in AXA's capacity as a parent holding company with respect to the holdings of the following AXA entity or entities: (X) in AXA Financial, Inc.'s capacity as a parent holding company with respect to the holdings of its following subsidiaries: (X) Alliance Capital Management L.P. (13-3434400), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) Donaldson, Lufkin & Jenrette Securities Corporation (13-2741729), a broker-dealer registered under Section 15 of the Securities and Exchange Act of 1934 and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) The Equitable Life Assurance Society of the United States (13-5570651), an insurance company, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Page 13 of 13 Pages Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 10, 2000 AXA FINANCIAL, INC.* Alvin H. Fenichel Senior Vice President and Controller *Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among AXA Financial, Inc., AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement Schedule 13G is filed on behalf of each of them. EX-24 2 0002.txt JOINT FILING AGREEMENT EXHIBIT I JOINT FILING AGREEMENT ---------------------- Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended on behalf of each of them. Dated: August 10, 2000 AXA Financial, Inc. BY: ----------------------------------------- Alvin H. Fenichel Senior Vice President and Controller AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; AXA Conseil Vie Assurance Mutuelle; AXA Courtage Assurance Mutuelle, as a group, and AXA Signed on behalf of each of the above entities BY: ----------------------------------------- Alvin H. Fenichel Attorney-in-Fact (Executed pursuant to Powers of Attorney) -----END PRIVACY-ENHANCED MESSAGE-----