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 Report (Date of earliest event reported): September 28, 2009
American Airlines, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-2691
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13-1502798 |
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| (State of Incorporation)
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( Commission File Number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT
On September 28, 2009, AMR Corporation (“AMR”) and Wilmington Trust Company, as trustee (the
“Trustee”) entered into the Supplemental Indenture (the “Supplemental Indenture”), supplemental to
the Indenture, dated as of February 1, 2004, between AMR and the
Trustee (the “Base Indenture,” as
supplemented by the Supplemental Indenture, the “Indenture”), providing for the previously
announced issuance by AMR of $460,000,000 million aggregate principal amount of its 6.25%
Convertible Senior Notes due 2014 (the “Notes”). The Notes are unconditionally guaranteed on a
senior unsecured basis by American Airlines, Inc., a wholly-owned subsidiary of AMR (the
“Company”), pursuant to the Guarantee, dated as of September 28, 2009 (the “Guarantee”).
Interest on the Notes is payable semiannually in arrears on October 15 and April 15 of each year,
beginning on April 15, 2010. The stated maturity date of the Notes is October 15, 2014. The Notes
are convertible by holders into shares of AMR’s Common Stock at an initial conversion rate of
101.0101 shares per $1,000 principal amount of the Notes, equivalent to an initial conversion price
of approximately $9.90 per share, subject to adjustment upon the occurrence of certain events
specified in the Indenture, at any time prior to the close of business on the business day
immediately preceding the stated maturity date of the Notes. Maturity of the Notes may be
accelerated upon the occurrence of certain events of default, including failure by AMR (in some
cases after notice or the expiration of a grace period, or both) to make payments under the
Indenture when due, to deliver shares of Common Stock upon conversion of the Notes or to comply
with certain covenants, as well as certain bankruptcy events.
The Notes and the Guarantee were registered for offer and sale pursuant to the Securities Act of
1933, as amended (the “Securities Act”), under AMR’s and the Company’s shelf registration statement
on Form S-3 (Registration Nos. 333-160646 and 333-160646-01) (the “Registration Statement”). The
Notes were sold pursuant to the Underwriting Agreement, dated September 22, 2009, among AMR, the
Company and the several underwriters named therein.
ITEM 8.01. OTHER EVENTS
On September 28, 2009, AMR completed the previously announced issuance and sale of 48,484,849
shares of AMR’s Common Stock, par value $1.00 per share, at a public offering price of $8.25 per
share. AMR granted the underwriters of the offering a 30-day option to purchase up to an
additional 7,272,727 shares of Common Stock to cover over-allotments. The shares were registered
for offer and sale pursuant to the Securities Act under the Registration Statement. The shares were
sold pursuant to the Underwriting Agreement, dated September 22, 2009, among AMR and the several
underwriters named therein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
The Exhibit Index attached to this Current Report is hereby incorporated by reference. The
documents listed on the Exhibit Index are filed as Exhibits with reference to the Registration
Statement and are hereby incorporated by reference in the Registration Statement.