From the CAL 10-Q on 4/16/2001:
On November 15, 2000, Continental entered into a number of agreements with
Northwest Airlines Corporation ("Northwest") and some of its affiliates to,
among other things, repurchase approximately 6.7 million shares of Class A
common stock, par value $.01 per share ("Class A common stock"), owned by
Northwest and an affiliate and reclassify all issued shares of Class A common
stock into Class B common stock, par value $.01 per share ("Class B common
stock"). In addition, the agreements provided for
º other adjustments to Continental's corporate and alliance relationship with
Northwest Airlines, Inc. ("Northwest Airlines"),
º Continental's issuance to Northwest Airlines of one share of preferred
stock, designated as Series B preferred stock ("Series B preferred stock")
with blocking rights relating to certain change of control transactions
involving Continental, and
º certain modifications to Continental's rights plan.
Issuance of Series B Preferred Stock. In connection with the transactions
described above, including the amendment of the master alliance agreement
between the Company and Northwest Airlines, Continental issued to Northwest
Airlines one share of Series B preferred stock for consideration of $100 in
cash. The Series B preferred stock gives Northwest Airlines the right to vote,
as a separate class, during the term of the master alliance agreement or, if
earlier, until the Series B preferred stock becomes redeemable, on:
º any amendment to article seven of Continental's certificate of
incorporation which relates, in general, to the requirement to obtain the
approval of the holder of the Series B preferred stock to amend
Continental's rights agreement;
º certain business combinations and similar change of control transactions
involving Continental and a third party major air carrier with respect to
which the stockholders of Continental are entitled to vote;
º any dividend or distribution of all or substantially all of Continental's
airline assets; and
º certain reorganizations and restructuring transactions involving
Continental.
Except for the right to vote on any amendment to Continental's certificate
of incorporation that would adversely affect the Series B preferred stock, and
on any other matter as may be required by law, the Series B preferred stock does
not have any other voting rights.
On November 15, 2000, Continental entered into a number of agreements with
Northwest Airlines Corporation ("Northwest") and some of its affiliates to,
among other things, repurchase approximately 6.7 million shares of Class A
common stock, par value $.01 per share ("Class A common stock"), owned by
Northwest and an affiliate and reclassify all issued shares of Class A common
stock into Class B common stock, par value $.01 per share ("Class B common
stock"). In addition, the agreements provided for
º other adjustments to Continental's corporate and alliance relationship with
Northwest Airlines, Inc. ("Northwest Airlines"),
º Continental's issuance to Northwest Airlines of one share of preferred
stock, designated as Series B preferred stock ("Series B preferred stock")
with blocking rights relating to certain change of control transactions
involving Continental, and
º certain modifications to Continental's rights plan.
Issuance of Series B Preferred Stock. In connection with the transactions
described above, including the amendment of the master alliance agreement
between the Company and Northwest Airlines, Continental issued to Northwest
Airlines one share of Series B preferred stock for consideration of $100 in
cash. The Series B preferred stock gives Northwest Airlines the right to vote,
as a separate class, during the term of the master alliance agreement or, if
earlier, until the Series B preferred stock becomes redeemable, on:
º any amendment to article seven of Continental's certificate of
incorporation which relates, in general, to the requirement to obtain the
approval of the holder of the Series B preferred stock to amend
Continental's rights agreement;
º certain business combinations and similar change of control transactions
involving Continental and a third party major air carrier with respect to
which the stockholders of Continental are entitled to vote;
º any dividend or distribution of all or substantially all of Continental's
airline assets; and
º certain reorganizations and restructuring transactions involving
Continental.
Except for the right to vote on any amendment to Continental's certificate
of incorporation that would adversely affect the Series B preferred stock, and
on any other matter as may be required by law, the Series B preferred stock does
not have any other voting rights.
