UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of earliest event reported: August 22, 2008
AMR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8400
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75-1825172 |
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| (State of Incorporation)
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( Commission File Number)
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(IRS Employer Identification No.) |
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| 4333 Amon Carter Blvd. Fort Worth, Texas
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76155 |
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| (Address of principal executive offices)
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(Zip Code) |
(817) 963-1234
(Registrant’s telephone number)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events
On
August 22, 2008, AMR Corporation (the Company) entered into an ATM Equity OfferingSM Sales
Agreement (the Sales Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill
Lynch) pursuant to which Merrill Lynch will act as AMR’s sales agent with respect to an offering
from time to time of the Company’s Common Stock having an aggregate offering price of up to
$300,000,000 (the Shares). Sales of the Shares, if any, will be made by means of ordinary brokers’
transaction on the New York Stock Exchange at market prices.
The Shares will be issued pursuant to the Company’s shelf registration statement (the Registration
Statement) on Form S-3 (File Nos. 333-136563 and 333-136563-01), which became effective upon
filing with the Securities and Exchange Commission on August 11, 2006.
The Sales Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K (this report), and
the description of the Sales Agreement is qualified in its entirety by reference to such exhibit.
For a more detailed description of the Sales Agreement, see the disclosure under the caption “Plan
of Distribution” contained in the Company’s Prospectus
Supplement dated August 22, 2008 to the
Prospectus dated August 11, 2006, each of which has been filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby
incorporated by reference. The Sales Agreement is also filed with reference to, and is hereby
incorporated by reference into, the Registration Statement. A copy of the opinion of Debevoise &
Plimpton LLP, relating to the legality of the Shares is filed as Exhibit 5.1 to this report and is
filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| 5.1 |
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Opinion of Debevoise & Plimpton LLP |
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| 23.1 |
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Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1) |
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| 99.1 |
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ATM Equity
OfferingSM
Sales Agreement dated August 22, 2008 between AMR
Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated |