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As filed with the Securities and Exchange Commission on June 29, 1995
Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 75-1825172
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616
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(Address of Principal Executive Offices)
AMR Corporation
1988 Long Term Incentive Plan, As Amended
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(Full title of the plan)
Anne H. McNamara
Senior Vice President and General Counsel
AMR Corporation
P.O. Box 616916
Dallas/Fort Worth Airport, Texas 75261-9616
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(Name and address of agent for service)
(817) 963-1234
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(Telephone number of agent for service)
Copies to:
John C. Dickey, Esq.
Ronquillo & DeWolf, L.L.P.
750 N. St. Paul, Suite 990
Dallas, Texas 75201
(214) 871-9266
CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Offering Price Aggregate Offering Amount of Registration
Registered Amount to be Registered per Share (1) Price (1) Fee
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Common Stock, par
value $1.00 per
share 2,700,000 $73.5625 $198,618,750.00 $68,489.70
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h) based upon the average of the high and low
prices of AMR Corporation Common Stock on June 28, 1995, as reported in a
summary of composite transactions for securities listed on the New York Stock
Exchange.
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REGISTRATION OF ADDITIONAL
SECURITIES OF THE SAME CLASS AS
OTHER SECURITIES FOR WHICH A REGISTRATION
STATEMENT ON FORM S-8 RELATING TO
AN EMPLOYEE BENEFIT PLAN IS EFFECTIVE
The contents of the earlier Registration Statement, No. 33-27866 filed
March 31, 1989 on Form S-8, by AMR Corporation, are incorporated by
reference.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Anne H. McNamara has rendered an opinion as to the legality of the
Common Stock registered pursuant to this Registration Statement. Mrs. McNamara
is the Senior Vice President and General Counsel of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:
Section 145. Indemnification of officers, directors, employees and
agents; insurance
A. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to 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) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
B. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in
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which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
C. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and
(b) of this section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
D. Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.
E. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors
deems appropriate.
F. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote or stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
G. A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not
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the corporation would have the power to indemnify him against such
liability under this section.
H. For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had
continued.
I. For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of
the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
J. The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Article VII of the Company's By-Laws provides in regard to
indemnification of directors and officers as follows:
Section 1. Nature of Indemnity. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of
the fact that he is or was or has agreed to become a director or
officer of the corporation, or is or was serving or has agreed to
serve at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a
party or is threatened to be made a party to such an action by reason
of the fact that he is or was or has agreed to become an employee or
agent of the corporation, or is or was serving or has agreed to serve
at the request of the corporation as an employee or agent of
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another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding had no reasonable cause to believe his conduct was
unlawful; except that in the case of an action or suit by or in the
right of the corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys'
fees) actually and reasonably incurred by such person in the defense
or settlement of such action or suit, and (2) no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Section 2. Successful Defense. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to
in Section 1 hereof or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Section 3. Determination That Indemnification Is Proper. Any
indemnification of a director or officer of the corporation under
Section 1 hereof (unless ordered by a court) shall be made by the
corporation unless a determination is made that indemnification of the
director or officer is not proper in the circumstances because he has
not met the applicable standard of conduct set forth in Section 1
hereof. Any indemnification of an employee or agent of the corporation
under Section 1 hereof (unless ordered by a court) may be made by the
corporation upon a determination that indemnification of the employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 hereof. Any such
determination shall be made (1) by a majority vote of the directors
who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if
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such directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
Section 4. Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding
shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it
shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Article. Such
expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the
board of directors deems appropriate. The board of directors may
authorize the corporation's counsel to represent a director, officer,
employee or agent in any action, suit or proceeding, whether or not
the corporation is a party to such action, suit or proceeding.
Section 5. Procedure for Indemnification of Directors or Officers. Any
indemnification of a director or officer of the corporation under
Sections 1 and 2, or advance of costs, charges and expenses of a
director or officer under Section 4 of this Article, shall be made
promptly, and in any event within 60 days, upon the written request of
the director or officer. If the corporation fails to respond within
60 days, then the request for indemnification shall be deemed to be
approved. The right to indemnification or advances as granted by this
Article shall be enforceable by the director or officer in any court
of competent jurisdiction if the corporation denies such request, in
whole or in part. Such person's costs and expenses incurred in
connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under Section 4 of this Article
where the required undertaking, if any, has been received by the
corporation) that the claimant has not met the standard of conduct set
forth in Section 1 of this Article, but the burden of proving such
defense shall be on the corporation. Neither the failure of the
corporation (including its board of directors, its independent legal
counsel, and its stockholders) to have made a determination prior to
the commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 1 of this Article, nor the
fact that there has been an actual determination by the corporation
(including its board of directors, its independent legal counsel, and
its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of
conduct.
Section 6. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between
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the corporation and each director, officer, employee and agent who
serves in such capacity at any time while these provisions as well as
the relevant provisions of the Delaware Corporation Law are in effect
and any repeal or modification thereof shall not affect any right or
obligation then existing with respect to any state of facts then or
previously existing or any action, suit, or proceeding previously or
thereafter brought or threatened based in whole or in part upon any
such state of facts. Such a "contract right" may not be modified
retroactively without the consent of such director, officer, employee
or agent.
The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Section 7. Insurance. The corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to
become a director or officer of the corporation, or is or was serving
at the request of the corporation as director or officer of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him or on
his behalf in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article, provided
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that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire
board of directors.
Section 8. Savings Clause. If this article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction,
then the corporation shall nevertheless indemnify each director or
officer and may indemnify each employee or agent of the corporation as
to costs, charges and expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the
corporation, to the full extent permitted by any applicable portion of
this Article that shall not have been invalidated and to the full
extent permitted by applicable law.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the
following matters:
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* * * *
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such
provision shall 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 the law; (iii) under Section 174 of this title; or (iv)
for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the
date when such provision becomes effective. All references in this
paragraph to a director shall also be deemed to refer to a member of
the governing body of a corporation which is not authorized to issue
capital stock, and to such other person or persons, if any, who,
pursuant to a provision in both registration statements of the
certificate of incorporation in accordance with Section 141 of this
title, exercise or perform any of the powers or duties otherwise
conferred or imposed upon the board of directors by this title.
Article Ninth of the Company's Certificate of Incorporation provides
in regard to the limitation of liability of directors as follows:
NINTH: No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its
shareholders, (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 General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal
benefit.
The Company's directors and officers are also insured against claims
arising out of the performance of their duties in such capacities.
ITEM 8. EXHIBITS.
The following exhibits are attached to this Registration Statement:
Exhibit
No. Description of Document
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4(b) By-Laws of the Company (filed herewith)
4(c) AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference as Exhibit B to
the May 1994 Proxy Statement).
5 Opinion of Anne H. McNamara, Senior Vice President and General Counsel of the Registrant (filed
herewith).
23(a) Consent of Ernst & Young (filed herewith).
23(b) Consent of Anne H. McNamara (included in Exhibit 5).
24 Powers of Attorney (filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AMR
Corporation certifies that it has reasonable grounds to believe that it meets
all of the applicable 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 this
27th day of June, 1995.
AMR CORPORATION
By: /s/ Anne H. McNamara
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Anne H. McNamara
Senior Vice President and General Counsel
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 Title
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ROBERT L. CRANDALL Chairman of the Board, President )
and Chief Executive Officer; )
Director (Principal Executive )
Officer) )
)
)
GERARD J. ARPEY Senior Vice President and Chief )
Financial Officer (Principal )
Financial and Accounting Officer) )
)
)
HOWARD P. ALLEN ) )
) )
DAVID L. BOREN ) )
) )
EDWARD A. BRENNAN ) )
) ) By /s/ Charles D. MarLett
ARMANDO M. CODINA ) ) -------------------------
) ) Charles D. MarLett
CHRISTOPHER F. EDLEY ) ) Attorney-In-Fact
) )
CHARLES T. FISHER, III ) Directors ) Date: June 27, 1995
) )
EARL G. GRAVES ) )
) )
DEE J. KELLY ) )
) )
ANN D. McLAUGHLIN ) )
) )
CHARLES H. PISTOR, JR. ) )
) )
JOE M. RODGERS ) )
) )
MAURICE SEGALL ) )
) )
EUGENE F. WILLIAMS, JR. ) )
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
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4(b) By-Laws of the Company (filed herewith)
4(c) AMR Corporation 1994 Directors
Stock Incentive Plan (incorporated
by reference as Exhibit B to the
May 1994 Proxy Statement).
5 Opinion of Anne H. McNamara,
Senior Vice President and General
Counsel of the Registrant
(filed herewith).
23(a) Consent of Ernst & Young
(filed herewith).
23(b) Consent of Anne H. McNamara
(included in Exhibit 5).
24 Powers of Attorney
(filed herewith).