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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
1994 Directors Stock Incentive Plan
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(Full title of the plan)
Anne H. McNamara
Senior Vice President and General Counsel
AMR Corporation
P.O. Box 619616
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
=============================================================================================================================
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
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $1.00 per
share 50,000 $ 73.5625 $ 3,678,125.00 $ 1,268.33
=============================================================================================================================
(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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PART I
INFORMATION REQUIRED IN THE SECTION 10[A] PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
____________________________________
* Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10[a] of the Securities
Act of 1933 is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant document referred to in (a) above;
(c) The description of the Common Stock contained in Item
4 of the Registrant's Registration Statement on Form 8-B, filed under
the Exchange Act on September 29, 1982; and
(d) The description of the Junior Participating Preferred
Stock set forth in Item 1 of the Registrant's Registration Statement
on Form 8-A, filed under the Exchange Act on February 19, 1986.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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
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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 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.
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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 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,
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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 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
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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 nolocontendere 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 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
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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 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
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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 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:
* * * *
(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
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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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are attached to this Registration Statement:
Exhibit
No. Description of Document
--- -----------------------
4(a) Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(a) to
the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
4(b) By-Laws of the Registrant (filed herewith).
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4(c) AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference as Exhibit A of
the May 1994 Proxy Statement).
4(d) Rights Agreement between the Registrant J. Henry Schroder Bank and Trust Company, as Rights
Agent, dated as of February 13, 1986 (incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated February 19, 1986).
5 Opinion of Anne H. McNamara, Senior Vice President and General Counsel of the Registrant as to
legality.
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).
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 of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this 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
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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) Filings incorporating subsequent Exchange Act documents by
reference.
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 that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Acceleration of Effectiveness.
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, 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
-------------------------------------------
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
- ---------- -----
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.
- ------ ---------------------- --------
4(a) Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit
3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1988).
4(b) By-Laws of the Registrant (filed herewith).
4(c) AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference to Exhibit A of
the May 1994 Proxy Statement).
4(d) Rights Agreement between the Registrant J. Henry Schroder Bank and Trust Company, as Rights
Agent, dated as of February 13, 1986 (incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated February 19, 1986).
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).