1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1994 REGISTRATION NO. 33-55191 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- Post-Effective Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- AMR CORPORATION (Exact name of registrant as specified in its charter) P.O. BOX 619616 DALLAS/FORT WORTH AIRPORT, TEXAS 75261-9616 (817) 963-1234 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) ---------------------
DELAWARE 4512 75-1825172 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or Classification Code Number) Identification No.) organization) (Name, address, including ZIP code, and telephone number of agents for service) --------------------- Copy to: ROHAN S. WEERASINGHE, ESQ. SHEARMAN & STERLING 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 (212) 848-4000 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
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, TEXAS 75261-9616 (212) 909-6000 (817) 963-1234 2 DEREGISTRATION OF SECURITIES AMR Corporation (the "Registrant") by this Post-Effective Amendment No. 1 to its Registration Statement on Form S-4 (No. 33-55191) originally filed with the Securities Exchange Commission on August 23, 1994 (the "Registration Statement"), hereby withdraws from registration under the Securities Act of 1933, as amended, an aggregate principal amount of $79,644,000 of its 6 1/8% Convertible Subordinated Quarterly Income Capital Securities due 2024 (the "Debentures") registered under such Registration Statement. REASON FOR DEREGISTRATION The Debentures were offered in exchange (the "Exchange Offer") for the Registrant's Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") at a rate of $1,000 principal amount of Debentures for every two shares of Preferred Stock validly tendered and accepted for exchange. Of the $1,100,000,000 aggregate principal amount of Debentures originally registered, $1,020,356,000 aggregate principal amount of Debentures were issued. Since the Exchange Offer expired on November 15, 1994 at 5:00 p.m. New York City time, the remaining Debentures in an aggregate principal amount of $79,644,000 are being deregistered. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, AMR Corporation has duly caused this Post-Effective Amendment No. 1 to the 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 21st day of December, 1994. 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) DONALD J. CARTY Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) HOWARD P. ALLEN By /s/ ANNE H. MCNAMARA EDWARD A. BRENNAN Anne H. McNamara (Attorney-in Fact) CHRISTOPHER F. EDLEY Date: December 21, 1994 CHARLES T. FISHER, III DEE J. KELLY Directors ANN D. MCLAUGHLIN JOE M. RODGERS MAURICE SEGALL EUGENE F. WILLIAMS, JR.