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As filed with the Securities and Exchange Commission on April 17, 2003
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
Fort Worth, Texas 76155
(Address of Principal Executive Offices)
AMR Corporation 2003 Employee Stock Incentive Plan
(Full title of the Plan)
Gary F. Kennedy, 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, for agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed maximum
securities maximum aggregate Amount of
to be Amount to be offering price offering registration
registered registered per unit price fee
Common 42,680,000 $3.52 $150,233,600 $12,153.90
Stock, par (1) (2)
value $ 1.00
per share
(1) Consists of shares of Common Stock to be offered
pursuant to the AMR Corporation 2003 Employee
Stock Incentive Plan (the "Plan"). Such
indeterminate number of additional shares as may
be issuable pursuant to the recapitalization
provisions under the Plan is hereby also
registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of
determining the registration fee, based upon an assumed
price of $3.52 per share, which was the average of the high
and low prices of AMR Corporation common shares on April
15, 2003, as reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration
Statement are the following documents filed by AMR
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
a. The Company's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act;
b. All other reports filed by the Company pursuant to
sections 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to in
(a) above; and
c. 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 subsequently filed by the Company
and, where applicable, the Plan, with the Commission
pursuant to sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part
hereof from the dates of filing of such documents.
Any statement contained in a document incorporated
or deemed to be 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 other subsequently filed
document which also is incorporated or deemed to be
incorporated by reference herein) modified or supersedes
such statement. Any such 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.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the
"Delaware Law") permits a Delaware corporation to include a
provision in its Certificate of Incorporation, and the
Company's Restated Certificate of Incorporation and Amended
By-Laws so provide, eliminating or limiting the personal
liability of a director to the Company 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 breach 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) under Section 174 of the Delaware
Law which makes directors personally liable for unlawful
dividends or unlawful stock repurchases or redemptions and
(iv) for any transaction from which the director derives
improper personal benefit. Under Delaware law, 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
An Exhibit Index, containing a list of all
exhibits filed with this registration statement, is included
on page 10.
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Item 9. Undertakings
(a) Rule 415 Offering. 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, unless the information 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;
(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, unless the information 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;
(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.
(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.
(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) Subsequent Exchange Act Documents. 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.
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(c) Indemnification. 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, 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 Fort Worth, Texas on
the 15th day of April, 2003.
AMR CORPORATION
By: /s/ Gary F. Kennedy
Gary F. Kennedy
Senior Vice President,General Counsel
and Secretary
Each person whose signature appears below does
hereby make, constitute and appoint Charles D. Marlett and
Gary F. Kennedy, and each of them, with full power to act
without the others, his true and lawful attorney-in-fact and
agent, in his name, place and stead to execute on his
behalf, as a director of AMR Corporation (the "Company"),
the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of
the Company's common stock, par value $1.00 per share
("Common Stock"), in connection with the AMR 2003 Employee
Stock Incentive Plan and any and all amendments (including
post-effective amendments) to the Registration Statement,
and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments
which any of said attorneys-in-fact and agents deems
necessary or advisable to enable the Company to comply with
the Act, the rules, regulations and requirements of the SEC
in respect thereof, and the securities or Blue Sky laws of
any State or other governmental subdivision, giving and
granting to each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or
could do if personally present at the doing thereof, with
full power of substitution and resubstitution, hereby
ratifying and confirming all that his said attorneys-in-fact
and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signatures Title Date
/s/ Donald J. Carty Chairman and Chief April 15, 2003
Donald J. Carty Executive Officer
(Principal Executive
Officer)
/s/ Jeffrey C. Campbell Senior Vice President April 15, 2003
Jeffrey C. Campbell and Chief Financial
Officer (Principal
Accounting and
Financial Officer)
/s/ John W. Bachmann Director April 10, 2003
John W. Bachmann
/s/ David L. Boren Director April 10, 2003
David L. Boren
/s/ Edward A. Brennan Director April 10, 2003
Edward A. Brennan
/s/ Armando M. Codina Director April 15, 2003
Armando M. Codina
/s/ Earl G. Graves Director April 15, 2003
Earl G. Graves
/s/Ann McLaughlin Korologos Director April 15, 2003
Ann McLaughlin Korologos
/s/ Michael A. Miles Director April 15, 2003
Michael A. Miles
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/s/ Philip J. Purcell Director April 15, 2003
Philip J. Purcell
/s/ Joe M. Rodgers Director April 15, 2003
Joe M. Rodgers
/s/ Judith Rodin Director April 15, 2003
Judith Rodin
/s/ Roger T. Staubach Director April 15, 2003
Roger T. Staubach
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Index to Exhibits
Exhibit No. Description of Exhibit
4.1 Restated Certificate of Incorporation of AMR,
incorporated by reference to AMR's Registration
Statement on Form S-4, file number 33-55191.
4.2 AMR Corporation Bylaws, amended as of January 22,
2003, incorporated by reference to Exhibit 3.2 of
AMR's report on Form 10-K for the year ended
December 31, 2002.
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).
4.4 A description of the AMR's common stock,
incorporated by reference to the description of
AMR's common stock included in the Registration
Statement on Form 8-B filed with the SEC on
September 29, 1982, as such form may be amended to
update such description.
5 Opinion of Debevoise & Plimpton (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Debevoise & Plimpton (included in
Exhibit 5).
24 Powers of Attorney (filed herewith - see pages 8-9
of the Registration Statement).
99 AMR 2003 Employee Stock Incentive Plan,
incorporated by reference to Exhibit 10.31 of
AMR's report on Form 10-K for the year ended
December 31, 2002.
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