UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event
reported: November 16, 2005
AMR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8400 75-1825172
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
4333 Amon Carter Blvd. Fort Worth, Texas 76155
(Address of principal executive offices) (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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
In 1993 the AMR Corporation ("AMR") Board of Directors (the
"Board") introduced, as a component of stock based long term
compensation, a long-term performance based plan. The performance
measurement period for each plan is three years. If performance
metrics are achieved at the end of the measurement period, awards
under the plans are made in April of the following year.
The American Jobs Creation Act of 2004 necessitates amendments to
the Performance Unit Plans at AMR so that, consistent with
historical practice, any awards will continue to be paid in
April.
On November 16, 2005, the Compensation Committee of the Board
amended the following compensation plans and related award
agreements:
2003/2005 Performance Unit Plan for Officers and Key Employees;
2004/2006 Performance Unit Plan for Officers and Key Employees;
2005/2007 Performance Unit Plan for Officers and Key Employees.
The amendments specify that an award (if any) resulting from the
achievement of the performance measures will be distributed in
April of the year following the conclusion of the plan's three year
measurement period. Other amendments were approved to ensure that
the plans are in compliance with the provisions of the American
Jobs Creation Act of 2004. All executive officers of American
participate in these plans and related agreements. Other than the
changes noted above, there were no changes made to any of the
other provisions of the Performance Unit Plans (e.g. units
awarded, measurement periods, performance criteria).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AMR CORPORATION
/s/ Charles D. MarLett
Charles D. MarLett
Corporate Secretary
Dated: November 18, 2005
EXHIBIT INDEX
Exhibit Description
99.1 2003-2005 Performance Unit Plan for Officers and Key
Employees, as Amended and Restated November 16, 2005
99.2 Form of 2003-2005 Performance Unit Agreement, as Amended
and Restated
99.3 2004-2006 Performance Unit Plan for Officers and Key
Employees, as Amended and Restated November 16, 2005
99.4 Form of 2004-2006 Performance Unit Agreement, as Amended
and Restated
99.5 2005-2007 Performance Unit Plan for Officers and Key
Employees, as Amended and Restated November 16, 2005
99.6 Form of 2005-2007 Performance Unit Agreement, as Amended
and Restated