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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13E-4/A ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) Amendment No. 4 (Final Amendment) AMR CORPORATION - -------------------------------------------------------------------------------- (Name of the Issuer) AMR CORPORATION - -------------------------------------------------------------------------------- (Name of Person Filing Statement) SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 001765 80 9 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Anne H. McNamara, Esq. John B. Brady, Jr., Esq. Senior Vice President and General Counsel Debevoise & Plimpton AMR Corporation 875 Third Avenue P.O. Box 619616 New York, New York 10022 Dallas/Fort Worth Airport, (212) 909-6000 Texas 75261-9616 (817) 963-1234 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person Filing Statement) October 14, 1994 - -------------------------------------------------------------------------------- (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee --------------------- --------------------- $924,000,000 $184,800 * Calculated as of August 18, 1994, pursuant to Rule 0-11(a)(4) under the Securities Act of 1933, as amended. 2 [x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $318,621 Form or Registration No.: S-4 (Registration No. 33-55191) Filing Party: AMR Corporation Date Filed: August 23, 1994 Total of Sequentially Numbered Pages: Four 2 3 Pursuant to the requirements of Regulation Section 240.13e-4(c)(3) promulgated under the Securities Exchange Act, as amended, and General Instruction D to Schedule 13E-4 thereunder, AMR Corporation ("AMR") hereby amends its Issuer Tender Offer Statement on Schedule 13E-4 (No. 5-33763) filed under the Securities Exchange Act of 1934, as amended, in connection with the registration statement on Form S-4 (the "Registration Statement", No. 33-55191) regarding its offer (the "Exchange Offer") to exchange up to $1,100,000,000 aggregate principal amount of debentures designated as its 6 1/8% Convertible Subordinated Quarterly Income Capital Securities (the "Debentures") for up to all of AMR's outstanding Series A Cumulative Convertible Preferred Stock (the "Preferred Stock"). The Exchange Offer terminated at 5 p.m., New York City time, on Tuesday November 15, 1994. The Exchange Offer resulted in the exchange of approximately 2,040,738 shares of the Preferred Stock for a principal amount of approximately $1,020,356,000 of the Debentures. 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 29, 1994 AMR CORPORATION By /s/ Charles D. MarLett Charles D. MarLett Corporate Secretary 4