SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A*
(Rule 13d-102)
Amendment No. 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Continental Airlines, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
210795308
(CUSIP Number)
December 31, 2006
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 10 Pages)
----------------
*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 purposes 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).
CUSIP No. 210795308 13G Page 2 of 9 Pages
----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Seminole Management Co., Inc.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
4,412,900
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
4,412,900
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,412,900
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
CO
-----------------------------------------------------------------------------
CUSIP No. 210795308 13G Page 3 of 9 Pages
----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Paul C. Shiverick
-----------------------------------------------------------------------------
(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 (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
4,412,900
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
4,412,900
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,412,900
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
CUSIP No. 210795308 13G Page 4 of 9 Pages
----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Michael G. Messner
-----------------------------------------------------------------------------
(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 (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
4,412,900
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
4,412,900
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,412,900
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
CUSIP No. 210795308 13G Page 5 of 9 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Continental Airlines, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 1600 Smith Street,
Dept. HQSEO, Houston, TX 77002.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Seminole Management Co., Inc., a New York corporation
("Investment Manager"), which serves as investment manager
to Seminole Capital Partners, L.P., a New York limited
partnership, Seminole Capital Partners II, L.P., a New York
limited partnership, Seminole Offshore Fund, Ltd., a British
Virgin Islands international business company, Seminole
Small Cap Partners, L.P., a New York limited partnership,
Seminole Small Cap Fund, Ltd., a British Virgin Islands
international business company, Seminole Long Only Fund,
Ltd., a British Virgin Islands international business
company, GS Seminole Portfolio, LLC, and Quantum Partners
LDC, a Cayman Islands exempted limited duration company
(collectively, the "Portfolios"), with respect to the shares
of Class B Common Stock (as defined in Item 2(d) below)
directly owned by the Portfolios;
(ii) Paul C. Shiverick ("Mr. Shiverick "), a principal of the
Investment Manager, with respect to the shares of Class B
Common Stock held by the Portfolios;
(iii) Michael G. Messner ("Mr. Messner"), a principal of the
Investment Manager, with respect to the shares of Class B
Common Stock held by the Portfolios.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons." Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
CUSIP No. 210795308 13G Page 6 of 9 Pages
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 150
East 52nd Street, 29th Floor, New York, NY 10022, New York, New York 10022,
U.S.A.
Item 2(c). Citizenship:
Investment Manager is a New York corporation organized under the laws of
the State of New York. Mr. Shiverick and Mr. Messner are United States citizens.
Item 2(d). Title of Class of Securities:
Continental Airlines, Inc., Class B common stock, $0.01 par value (the
"Class B Common Stock").
Item 2(e). CUSIP Number:
210795308
Item 3. If this statement is filed pursuant to Rules 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 Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check the box.[X]
CUSIP No. 210795308 13G Page 7 of 9 Pages
Item 4. Ownership.
A. Seminole Management Co., Inc.
(a) Amount beneficially owned: 4,412,900 shares of Class B Common
Stock.
(b) Percent of class: 4.9% The percentages used herein and in the
rest of Item 4 are calculated based upon the 90,103,298 shares of Class B Common
Stock issued and outstanding as of October 13, 2006 as reflected in the
Company's Form 10-Q, dated October 19, 2006.
(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 direct the vote: 4,412,900
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
4,412,900
B. Paul C. Shiverick
(a) Amount beneficially owned: 4,412,900 shares of Class B Common
Stock.
(b) Percent of class: 4.9%
(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 direct the vote: 4,412,900
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
4,412,900
C. Michael G. Messner
(a) Amount beneficially owned: 4,412,900 shares of Class B Common
Stock.
(b) Percent of class: 4.9%
(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 direct the vote: 4,412,900
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
4,412,900
CUSIP No. 210795308 13G Page 8 of 9 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 [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Investment Manager, in its capacity as the investment manager to the Portfolios,
has the power to direct the investment activities of the Portfolios, including
decisions with respect to the disposition of the proceeds from the sale of Class
B Common Stock. Mr. Shiverick and Mr. Messner are the principals of the
Investment Manager and in that capacity, direct its operations. The investors in
the Portfolios have the right to participate in the dividends from, or proceeds
from the sale of, the shares of Class B Common Stock held by the Portfolios in
accordance with their ownership interests in Portfolios.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my 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.
CUSIP No. 210795308 13G Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 14, 2007
SEMINOLE MANAGEMENT CO., INC.
By: /s/ Paul C. Shiverick
--------------------------
Paul C. Shiverick
Principal
By: /s/ Michael G. Messner
--------------------------
Michael G. Messner
Principal
Paul C. Shiverick
By: /s/ Paul C. Shiverick
--------------------------
Michael G. Messner
By: /s/ Michael G. Messner
--------------------------