aa11298k.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:
November 28, 2007
|
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))
AMR
Corporation, the
parent company of American Airlines, Inc. is filing herewith a press release
issued on November 28, 2007 as Exhibit 99.1, which is included
herein. This press release was issued to announce that AMR
intends to divest American Eagle, its wholly-owned regional carrier, in
2008. The planned divestiture would include both American Eagle Airlines,
Inc. and its affiliate, Executive Airlines, Inc.
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: November
29, 2007
EXHIBIT
INDEX
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Exhibit
|
|
Description
|
|
| |
|
|
|
|
99.1
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|
Press
Release
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Exhibit
99.1
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| |
|
|
|
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CONTACT:
|
Andy
Backover
|
|
|
|
Corporate
Communications
|
|
|
|
Fort
Worth,
Texas
|
|
|
|
817-967-1577
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|
|
|
corp.comm@aa.com
|
FOR
RELEASE:
Wednesday, Nov. 28, 2007
AMR
CORPORATION PLANS TO DIVEST
AMERICAN
EAGLE
FORT
WORTH, Texas –
AMR Corporation, the parent company of American Airlines, Inc., today announced
that it plans to divest American Eagle, its wholly-owned regional carrier.
AMR,
which has been engaged in an ongoing strategic value review process, believes
that a divestiture of American Eagle is in the best interests of AMR and its
shareholders and will be beneficial to American, American Eagle, their
employees, and other stakeholders.
The
divestiture of
American Eagle is intended to provide it with the structure, incentives and
opportunities to win new business and provide new opportunities for American
Eagle’s employees. AMR also believes that the divestiture will enable
American to focus on its mainline business, while ensuring American’s continued
access to cost-competitive regional feed. Once the two airlines are separated,
it is expected that they will operate pursuant to a mutually beneficial air
services agreement under which American Eagle will continue to provide American
with regional flying of a scope and quality comparable to that provided prior
to
the separation and on terms that reflect today’s market for those
services.
AMR
continues to
evaluate the form of the divestiture, which may include a spin-off to AMR
shareholders, a sale to a third party, or some other form of separation from
AMR. The company expects to complete the divestiture in 2008; however, the
completion of any transaction and its timing will depend on a number of factors,
including general economic, industry and financial market conditions, as well
as
the ultimate form of the divestiture.
“The
decision comes
after a careful and deliberate evaluation of the strategy that will best enable
us to continue to create value for our shareholders,” said AMR Chairman and CEO
Gerard Arpey. “We have worked hard over the years to build a regional
airline that is fully capable of standing on its own and is well positioned
to
pursue growth opportunities outside of the AMR corporate
structure.”
Arpey
noted that,
in addition to AMR having put in place an independent American Eagle management
structure, with a chief executive officer and chief financial officer, American
Eagle also has a well-formed operational structure and organization and has
produced independently audited financial results for the past several years.
Earlier this year, American and American Eagle entered into a new regional
flying agreement between the airlines that reflects market-based rates, which
ensures that American continues to have access to quality feed on competitive
terms. Arpey added that AMR’s divestiture of American Eagle and the regional
airline's ability to provide quality feed at competitive rates to other
carriers, as well as American, will better position American Eagle to compete
for new customers and growth opportunities in the future.
American
Eagle is a
fully developed operating unit providing a full range of regional airline
services with excellent employees and a modern fleet. It
operates approximately 300 aircraft, with approximately 1,700 daily flights
to
more than 150 cities throughout the United States, Canada, the Bahamas, the
Caribbean and Mexico. In 2007, American Eagle expects to generate annual
revenues of approximately $2.3 billion.
The
planned
divestiture would include both American Eagle Airlines, Inc., which feeds
American Airlines hubs throughout North America, and its affiliate, Executive
Airlines, Inc., which carries the American Eagle name throughout the Bahamas
and
the Caribbean from bases in Miami and San Juan, Puerto Rico.
About
American Airlines
American
Airlines
is the world's largest airline. American, American Eagle and the
AmericanConnection® airlines serve 250 cities in over 40 countries with more
than 4,000 daily flights. The combined network fleet numbers more than 1,000
aircraft.
American's
award-winning Web site, 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
Airlines, Inc. are subsidiaries of AMR Corporation. AmericanAirlines, American
Eagle, the AmericanConnection® airlines, AA.com and AAdvantage are registered
trademarks of American Airlines, Inc. (NYSE: AMR).
About
American Eagle
American
Eagle
operates approximately 1,700 daily flights to more than 150 cities throughout
the United States, Canada, the Bahamas, Mexico and the Caribbean on behalf
of
American Airlines. American Airlines is the world's largest airline. American,
American Eagle and the AmericanConnection® airlines serve 250 cities in more
than 40 countries with more than 4,000 daily flights. The combined network
fleet
numbers more than 1,000 aircraft. American's award-winning Web site, 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 more than 700 destinations in over 140 countries and
territories. American Airlines, Inc. and American Eagle Airlines, Inc. are
subsidiaries of AMR Corporation. AmericanAirlines, American Eagle,
AmericanConnection, AA.com and AAdvantage are registered trademarks of American
Airlines, Inc. (NYSE: AMR).
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
condition, including changes in capacity, revenues and costs; future financing
plans and needs; 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 and reorganizing carriers; low fares by historical standards
and the Company's reduced pricing power; the Company's likely 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/A for the year ended December 31, 2006.