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 17, 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.
On November 17, 2005, AMR Corporation (the Company) entered into
an Underwriting Agreement (the Underwriting Agreement) with UBS
Securities LLC (the Underwriter) relating to the issuance and
sale of 13,000,000 (the 11/17/05 Shares) shares of the Company's
common stock, par value $1.00 per share (the Common Stock), at an
offering price to the public of $17.25 per share. The Company
has granted the Underwriter a 30-day option to purchase an
additional 1,950,000 shares of Common Stock (together with the
11/17/05 Shares, the Shares), at the same price per share paid to
the Company for the 11/17/05 Shares, to cover over-allotments, if
any. The closing of the offering, which is subject to customary
closing conditions, is expected to occur on November 23, 2005.
The shares of Common Stock will be issued pursuant to the
Company's shelf registration statement (the Registration
Statement) on Form S-3 (File Nos. 333-110760 and 333-110760-01),
which was declared effective by the Securities and Exchange
Commission on December 17, 2003.
The Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K (this report), and the description of
the material terms of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit. For a more detailed
description of the Underwriting Agreement, see the disclosure
under the caption "Underwriting" contained in the Company's
Prospectus Supplement dated November 17, 2005 to the Prospectus
dated December 17, 2003, 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 Underwriting 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. A copy of the opinion of Debevoise & Plimpton LLP
relating to certain tax matters with respect to the Shares is
filed as Exhibit 8.1 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.
(d) Exhibits
1.1 Underwriting Agreement dated November 17, 2005 between AMR
Corporation and UBS Securities LLC
5.1 Opinion of Debevoise & Plimpton LLP
8.1 Opinion of Debevoise & Plimpton LLP
23.1 Consent of Debevoise & Plimpton LLP (contained in
Exhibit 5.1)
23.2 Consent of Debevoise & Plimpton LLP (contained in
Exhibit 8.1)
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 21, 2005
EXHIBIT INDEX
Exhibit Description
1.1 Underwriting Agreement dated November 17, 2005 between
AMR Corporation and UBS Securities LLC
5.1 Opinion of Debevoise & Plimpton LLP
8.1 Opinion of Debevoise & Plimpton LLP
23.1 Consent of Debevoise & Plimpton LLP (contained in
Exhibit 5.1)
23.2 Consent of Debevoise & Plimpton LLP (contained in
Exhibit 8.1)