As filed with the Securities and Exchange Commission on May 17, 2001
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-1825172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4333 Amon Carter Blvd. 76155
Fort Worth, Texas (Zip Code)
(Address of Principal Executive Offices)
--------------------
$UPER $AVER, A 401(K) CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PARTICIPATING AMR CORPORATION SUBSIDIARIES
(Full title of the plan)
--------------------
ANNE H. MCNAMARA, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AMR CORPORATION
4333 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
(Name and address of agent for service)
(817) 963-1234
(Telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED (2) SHARE (1) PRICE (1) REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share................. 5,000,000 $37.05 $185,250,000 $46,312.50
====================================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee, based
upon the average of the high and low sales prices of AMR Corporation common
stock as reported on the New York Stock Exchange on May 14, 2001 in
accordance with Rule 457(c) and (h) of the Securities Act of 1933, as
amended (the "Securities Act").
(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information concerning $uper $aver,
A 401(k) Capital Accumulation Plan for Employees of Participating AMR
Corporation Subsidiaries, dated effective July 1, 2001 (the "Plan"), required by
Item 1 of Form S-8 and the statement of availability of registrant information,
plan information and other information required by Item 2 of Form S-8 will be
sent or given to employees as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. AMR Corporation will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, AMR
Corporation will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.
-2-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
AMR Corporation (the "Company") hereby incorporates by reference in
this registration statement the following documents filed by the Company with
the Commission pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act") (File No. 001-08400):
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(2) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001;
(3) the Company's Current Reports on Form 8-K dated January 10,
2001, January 17, 2001, February 1, 2001, February 21, 2001, March 8,
2001, March 13, 2001, March 15, 2001, April 11, 2001, April 12, 2001,
April 12, 2001, April 19, 2001, April 24, 2001, April 30, 2001 and May
4, 2001; and
(4) a description of the Company's common stock contained in the
Company's Registration Statement on Form 8-B dated September 29, 1982,
as such form may be amended to update such description.
All documents filed by the Company and, where applicable, the Plan,
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained in this registration statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any subsequently filed amendment or
supplement to this registration statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation to include a provision in its Certificate of
Incorporation, and the Company's Certificate of Incorporation so provides, which
eliminates or limits the personal liability of a director to a corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director: (i) for any such of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith,
or which involve intentional misconduct or a knowing violation of law; (iii)
II-1
under Section 174 of the DGCL, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions; or (iv) for any
transaction from which the director derives an improper personal benefit.
Under the DGCL, the Company's Certificate of Incorporation and the
Company's Bylaws, directors and officers may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation (a "derivative action")) if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interest of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In
derivative actions, indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and, in the event such person shall have been adjudged to be liable to
the corporation, only to the extent that a proper court shall have determined
that such person is fairly and reasonably entitled to indemnity for such
expenses.
The Company's officers and directors are also insured against claims
arising out of the performance of their duties in the aforementioned capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
4.1 Certificate of Incorporation of AMR Corporation, as amended, effective
May 26, 1998 (filed as Exhibit 3.1 to the Quarterly Report on Form
10-Q of AMR Corporation for the fiscal quarter ended June 30, 1998,
and incorporated herein by reference).
4.2 AMR Corporation Bylaws, as amended January 19, 2000 (filed as Exhibit
3.3 to the Annual Report on Form 10-K of AMR Corporation for the
fiscal year ended December 31, 1999, and incorporated herein by
reference).
4.3 Form of Specimen Common Stock Certificate (filed as Exhibit 4(c) to
the Registration Statement of AMR Corporation on Form S-3 (File No.
33-38393), filed with the SEC on December 21, 1990, and incorporated
herein by reference).
*5.1 Opinion of Baker Botts L.L.P.
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
*24.1 Power of Attorney of certain signatories (included in signature page
of this Registration Statement).
-----------------
* Filed herewith.
II-2
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) of the Securities Act if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, State of Texas, on the 17th day of
May, 2001.
AMR CORPORATION
By: /S/ ANNE H. MCNAMARA
-----------------------------------------
Anne H. McNamara
Senior Vice President and General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of AMR Corporation, which is filing a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), hereby constitutes
and appoints Charles D. Marlett and Anne H. McNamara, and each of them, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, and in any and all capacities, to sign and file any and all
amendments (including post-effective amendments) to this Registration Statement,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, it being understood that said
attorneys-in-fact and agents, and each of them, shall have full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person and that each of the undersigned hereby
ratifies and confirms all that said attorneys-in-fact and agents or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES CAPACITY IN WHICH SIGNED DATE
Chairman of the Board,
President and Chief
Executive Officer;
/S/ DONALD J. CARTY (Principal Executive Officer) May 17, 2001
-------------------------------------------
Donald J. Carty
Senior Vice President and
Chief Financial Officer
/S/ THOMAS W. HORTON (Principal Financial and May 17, 2001
------------------------------------------- Accounting Officer)
Thomas W. Horton
/S/ DAVID L. BOREN Director May 17, 2001
--------------------------------------------
David L. Boren
/S/ EDWARD A. BRENNAN Director May 17, 2001
--------------------------------------------
Edward A. Brennan
/S/ ARMANDO M. CODINA Director May 17, 2001
--------------------------------------------
Armando M. Codina
/S/ EARL G. GRAVES Director May 17, 2001
--------------------------------------------
Earl G. Graves
II-4
SIGNATURES CAPACITY IN WHICH SIGNED DATE
/S/ ANN D. MCLAUGHLIN KOROLOGOS Director May 17, 2001
-------------------------------------------
Ann D. McLaughlin Korologos
/S/ MICHAEL A. MILES Director May 17, 2001
-------------------------------------------
Michael A. Miles
/S/ PHILLIP J. PURCELL Director May 17, 2001
-------------------------------------------
Phillip J. Purcell
/S/ JOE M. RODGERS Director May 17, 2001
-------------------------------------------
Joe M. Rodgers
/S/ JUDITH RODIN Director May 17, 2001
-------------------------------------------
Judith Rodin
II-5
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Pension Benefits Administration Committee of American Airlines, Inc. has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on the 17th day of May, 2001.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned member of the
Pension Benefits Administration Committee of American Airlines, Inc., which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), hereby constitutes and appoints Charles D. Marlett and Anne
H. McNamara, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, and in any and all capacities, to sign and
file any and all amendments (including post-effective amendments) to this
Registration Statement, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, it being
understood that said attorneys-in-fact and agents, and each of them, shall have
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person and that the
undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacity and on the date indicated.
$UPER $AVER - A 401(k) CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PARTICIPATING AMR CORPORATION SUBSIDIARIES
By: /S/ A.J. ALLISON
------------------------------------------------------
A. J. Allison
Vice President - Human Resources and
Chair, Pension Benefits Administration Committee
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
4.1 Certificate of Incorporation of AMR Corporation, as amended, effective
May 26, 1998 (filed as Exhibit 3.1 to the Quarterly Report on Form
10-Q of AMR Corporation for the fiscal quarter ended June 30, 1998,
and incorporated herein by reference).
4.2 AMR Corporation Bylaws, as amended January 19, 2000 (filed as Exhibit
3.3 to the Annual Report on Form 10-K of AMR Corporation for the
fiscal year ended December 31, 1999, and incorporated herein by
reference).
4.3 Form of Specimen Common Stock Certificate (filed as Exhibit 4(c) to
the Registration Statement of AMR Corporation on Form S-3 (File No.
33-38393), filed with the SEC on December 21, 1990, and incorporated
herein by reference).
*5.1 Opinion of Baker Botts L.L.P.
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
*24.1 Power of Attorney of certain signatories (included in signature page
of this Registration Statement).
-----------------
* Filed herewith.
II-7