aa04168k.htm
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:
April 16, 2008
American Airlines,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware 1-2691 13-1502798 _
(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
8.01 Other
Events
AMR Corporation, the
parent company of American Airlines, Inc. is filing herewith a press release
issued on April 16, 2008 as Exhibit 99.1, which is included
herein. This press release was issued to announce that AMR has
entered into a definitive agreement to sell American Beacon Advisors, Inc., its
wholly owned asset-management subsidiary.
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.
American
Airlines, Inc.
/s/ Kenneth W.
Wimberly
Kenneth
W. Wimberly
Corporate
Secretary
Dated: April
16, 2008
EXHIBIT
INDEX
Exhibit
Description
Exhibit
99.1
CONTACT: Andy
Backover
Corporate
Communications
Fort
Worth, Texas
817-967-1577
corp.comm@aa.com
FOR
RELEASE: Wednesday, April 16, 2008
AMR
CORPORATION ANNOUNCES AGREEMENT TO SELL
AMERICAN BEACON ADVISORS, INC. TO
LIGHTHOUSE HOLDINGS, INC.,
AN AFFILIATE OF PHAROS CAPITAL GROUP, LLC AND TPG
CAPITAL
FORT
WORTH, Texas – AMR Corporation, the parent company of American Airlines, Inc.,
announced today that it has reached a definitive agreement to sell American
Beacon Advisors, Inc., its wholly owned asset-management subsidiary, to
Lighthouse Holdings, Inc., which is owned by investment funds affiliated with
Pharos Capital Group, LLC and TPG Capital, two leading private equity firms. AMR
will receive total consideration of approximately $480 million. While
primarily a cash transaction, AMR will retain a minority equity stake in the
business. AMR expects to close the sale this summer subject to satisfactory
completion of customary closing conditions as well as the approval of the Board
of Trustees of the American Beacon family of mutual funds, shareholders of the
American Beacon family of mutual funds, and consents from other American
Beacon clients.
AMR,
which has been engaged in an ongoing strategic value review process related to
certain businesses under the AMR umbrella, believes that the sale is in the best
interests of AMR and its shareholders and will benefit American Beacon, its
employees, customers and other stakeholders. The sale is intended to
allow AMR and its shareholders to recognize the full value of American Beacon
while allowing AMR to focus on its core airline business. American
Beacon currently provides a number of services for AMR and its affiliates,
including cash management for AMR and investment advisory services and
investment management services for American’s pension, 401(k) and other health
and welfare plans. AMR anticipates that it will continue its
relationships with American Beacon after the closing. However, to ensure that
continuing relationships between American Beacon and American’s pension, 401(k)
and other health and welfare plans after closing satisfy the fiduciary duties
and other rules that apply to these plans, an independent third party has been
engaged to review and approve any such continuing relationships.
In
addition to currently providing these investment management services and asset
oversight services to AMR, American Beacon currently serves as the investment
manager of the American Beacon Funds, a family of mutual funds with both
institutional and retail shareholders, and provides customized fixed income
portfolio management services. Subject to the approval of the
shareholders of the American Beacon family of mutual funds, it is anticipated
that American Beacon will continue to be investment manager for the mutual
funds.
American
Beacon Advisors has consistently grown since its creation in 1987, adding new
products and growing average assets under management to $65 billion in
2007. For 2007, on a separate company basis, American Beacon’s gross
revenue was $101 million and income before income taxes was approximately $48
million, both of which increased approximately 40 percent over
2006.
“The
decision comes after a careful evaluation of the strategy that we believe will
deliver the most value to our shareholders and create the ownership structure
that makes the most sense for American Beacon,” said AMR Chairman and CEO Gerard
Arpey. “What started out more than 20 years ago as a smart way to
manage AMR’s benefit plans and cash has evolved and grown significantly into a
successful financial management and advisory firm that is fully capable of
standing on its own and is well positioned to pursue further growth
opportunities outside of AMR.” Arpey added that AMR is looking forward to
engaging American Beacon for cash management services after the transaction
closes and will remain actively engaged with American Beacon through a 10
percent ownership interest.
“Pharos
and TPG believe that the asset management business is a
robust sector, in which American Beacon is a strong leader, with an
outstanding, 20-year track record of performance in multiple asset classes
across a variety of investment cycles,” said Kneeland Youngblood, co-founder and
managing partner of Pharos Capital. “We look forward to working with
the American Beacon team and TPG to fully leverage its strengths into
industry-leading growth as well as continuing its superior customer service and
performance. And, we welcome the opportunity to work with AMR not
only as a significant client, but also as a long-term partner.”
“Having
significantly grown our third-party revenue over the past several years, we
believe the timing of the divestiture is just right for our company, our
customers and our employees,” said American Beacon Advisors Chairman William F.
Quinn. “We’re looking forward to focusing on growing our core
business, while continuing to serve the needs of our customers and building on
our successful history under a new ownership structure. Our management team and
employees are excited about the many opportunities that this transaction will
present to American Beacon, and our customers can rest assured that we intend to
provide the same high level of service and expertise that they have come to
expect from American Beacon in the past.”
Credit
Suisse advised AMR on the transaction and Rothschild Inc. continues to advise
AMR in its ongoing strategic value review. Merrill Lynch & Co. acted as
exclusive financial advisor to Pharos Capital and TPG
Capital.
About
AMR Corporation
AMR is
the parent company of American Airlines and American Eagle Airlines. American
Airlines is the world's largest airline. American, American Eagle and the
AmericanConnection airlines serve more than 250 cities in more than 40 countries
and territories with more than 4,000 daily flights. The combined network fleet
numbers more than 1,000 aircraft. American's award-winning website, AA.com,
provides users with easy access to check and book fares, plus personalized news,
information and travel offers. American Airlines is a founding member of
the oneworld
Alliance®, which
brings together some of the best and biggest names in the airline business,
enabling them to offer their customers more services and benefits than any
airline can provide on its own. Together, its members serve nearly 700
destinations in over 140 countries and territories. American Airlines, Inc. and
American Eagle are subsidiaries of AMR Corporation (NYSE: AMR).
About
American Beacon Advisors, Inc.
American
Beacon Advisors, Inc. is an experienced provider of investment advisory services
to institutional and retail markets. American Beacon Advisors serves defined
benefit plans, defined contribution plans, foundations, endowments, corporations
and other institutional investors. The pension and short-term cash assets of
American Airlines are managed by American Beacon Advisors. American Beacon
Advisors also manages the American Beacon Funds, a series of low-cost, no-load
mutual funds open to institutional investors, retirement accounts such as IRAs
and individual investors. The Fund family currently includes several portfolios
spanning a variety of longer-range investments from international and domestic
equity through balanced portfolios. They also include short-term investment
options including The Intermediate Bond Fund, The Short-Term Bond Fund and two
money market funds.
About
Pharos Capital Group, LLC
Based in
Dallas and Nashville, Pharos Capital Group invests through three private equity
funds. Pharos maintains a broad and diverse limited partner base comprised of
public, private and Taft-Hartley plans. Pharos primarily invests in
companies seeking later stage equity funding for internal growth, acquisitions,
management buyouts or recapitalizations across industry sectors, with particular
focus on health care, business services (including financial services), and
applied technology. To learn more about Pharos Capital Group, LLC, please
visit www.pharosfunds.com.
About
TPG Capital
TPG
Capital is the global buyout group of TPG, a leading private investment firm
founded in 1992 with more than $50 billion of assets under management and
offices in San Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth,
Melbourne, Menlo Park, Moscow, Mumbai, Beijing, Shanghai, Singapore and
Tokyo. TPG Capital has extensive experience with global public and
private investments executed through leveraged buyouts, recapitalizations,
spinouts, joint ventures and restructurings. TPG Capital’s
investments span a variety of industries including financial services, travel
and entertainment, technology, industrials, retail, consumer, media and
communications and healthcare. Please visit www.tpg.com.
Forward-Looking
Statements
Statements
in this release contain various forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which represent the Company's
expectations or beliefs concerning future events. When used in this
release, the words "expects," "plans," "anticipates," “indicates,” “believes,”
“forecast,” “guidance,” “outlook,” "may," "will," "should," “seeks,” “targets”
and similar expressions are intended to identify forward-looking
statements. Similarly, statements that describe the Company's
objectives, plans or goals are forward-looking
statements. Forward-looking statements include, without limitation,
the Company’s expectations concerning operations and financial conditions,
including changes in capacity, revenues and costs; future financing plans and
needs; fleet plans; overall economic and industry conditions; plans and
objectives for future operations; and the impact on the Company of its results
of operations in recent years and the sufficiency of its financial resources to
absorb that impact. Other forward-looking statements include statements which do
not relate solely to historical facts, such as, without limitation, statements
which discuss the possible future effects of current known trends or
uncertainties or which indicate that the future effects of known trends or
uncertainties cannot be predicted, guaranteed or assured. All
forward-looking statements in this release are based upon information available
to the Company on the date of this release. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise.
Forward-looking
statements are subject to a number of factors that could cause the Company’s
actual results to differ materially from the Company’s
expectations. The following factors, in addition to other possible
factors not listed, could cause the Company’s actual results to differ
materially from those expressed in forward-looking statements: the
materially weakened financial condition of the Company, resulting from its
significant losses in recent years; the ability of the Company to generate
additional revenues and reduce its costs; changes in economic and other
conditions beyond the Company’s control, and the volatile results of the
Company’s operations; the Company’s substantial indebtedness and other
obligations; the ability of the Company to satisfy existing financial or other
covenants in certain of its credit agreements; continued high and volatile fuel
prices and further increases in the price of fuel, and the availability of fuel;
the
fiercely
and increasingly competitive business environment faced by the Company; industry
consolidation; competition with reorganized carriers; low fare levels by
historical standards and the Company’s reduced pricing power; the Company’s need
to raise additional funds and its ability to do so on acceptable terms; changes
in the Company’s corporate or business strategy; government regulation of the
Company’s business; conflicts overseas or terrorist attacks; uncertainties with
respect to the Company’s international operations; outbreaks of a disease (such
as SARS or avian flu) that affects travel behavior; labor costs that are higher
than those of the Company’s competitors; uncertainties with respect to the
Company’s relationships with unionized and other employee work groups; increased
insurance costs and potential reductions of available insurance coverage; the
Company’s ability to retain key management personnel; potential failures or
disruptions of the Company’s computer, communications or other technology
systems; changes in the price of the Company’s common stock; and the ability of
the Company to reach acceptable agreements with third
parties. Additional information concerning these and other factors is
contained in the Company’s Securities and Exchange Commission filings, including
but not limited to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2007.
###
Current
AMR Corp. news releases can be accessed on the Internet.
The
address is: http://www.aa.com