As filed with the S.E.C. on May 8, 1998 Registration No. 33-60727 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- AMR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-1825172 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4333 AMON CARTER BOULEVARD FORT WORTH, TEXAS 76155 (Address of Principal Executive Offices including Zip Code) AMR CORPORATION 1994 DIRECTORS STOCK INCENTIVE PLAN, AS AMENDED (Full title of the Plan) ANNE H. MCNAMARA, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL AMR CORPORATION 4333 AMON CARTER BOULEVARD FORT WORTH, TEXAS 76155 (817) 963-1234 (Name, address and telephone number of agent for service) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Proposed Proposed maximum Title of maximum aggregate Amount of securities to be Amount to be offering offering registration registered registered price unit price fee ---------------- ------------ ---------- --------- ------------
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Consists of shares of Common Stock. The number of shares specified in Form S-8 Registration Statement No. 33-60727 shall be adjusted by the reason of any subsequent increase or decrease in the number of shares of Common Stock occurring at any time due to a stock split, stock dividend, recapitalization or other capital adjustments or contribution of capital or other assets to the registrant. (2) Not applicable. (3) No registration fee required.Common Stock, 50,000(1) (2) None (3) None (3) par value $1.00 per share PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Registrant's Registration Statement on Form S-8 (Registration No. 33-60727) are hereby incorporated by reference in this Registration Statement. The following additional information supplements and/or supersedes the information appearing in Registration No. 33-60727: Item 6. Indemnification of Directors and Officers The Delaware General Corporation Law (the "Delaware Law") permits a Delaware corporation to include a provision in its Certificate of Incorporation, and the Company's Certificate of Incorporation so provides, eliminating or limiting the personal liability of a director to a corporation or its stockholders for monetary damages for breach of fiduciary duty as director, provided that such provision may not eliminate or limit the liability of a director (i) for any such of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law which makes directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions or (iv) for any transaction from which the director derives an improper personal benefit. Under Delaware Law and the Company's Certificate of Incorporation, directors and officers may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In derivative actions, indemnification extends only to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and, in the event such person shall have been adjudged to be liable to the corporation, only to the extent that a proper court shall have determined that such person is fairly and reasonably entitled to indemnity for such expenses. The Company's officers and directors are also insured against claims arising out of the performance of their duties in the aforementioned capacities. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-60727 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas on the 8th day of May, 1998. 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 by the following persons in the capacities and on the dates indicated. Signatures Title Date - ---------- ----- ----
* Chairman of the Board, April 15, 1998 - --------------------------- President and Chief Robert L. Crandall Executive Officer; (Principal Executive Officer) * Senior Vice President April 15, 1998 - --------------------------- and Chief Financial Gerard J. Arpey Officer (Principal Financial and Accounting Officer) * Director April 15, 1998 - --------------------------- David L. Boren * Director April 15, 1998 - --------------------------- Edward A. Brennan * Director April 15, 1998 - --------------------------- Armando M. Codina * Director April 28, 1998 - --------------------------- Charles T. Fisher, III * Director April 15, 1998 - --------------------------- Earl G. Graves * Director April 15, 1998 - --------------------------- Dee J. Kelly * Director April 15, 1998 - --------------------------- Ann D. McLaughlin * Director April 15, 1998 - --------------------------- Charles H. Pistor, Jr. * Director April 15, 1998 - --------------------------- Joe M. Rodgers * Director April 15, 1998 - --------------------------- Judith Rodin * Director April 15, 1998 - --------------------------- Maurice Segall * By: /s/ C. D. MarLett --------------------- C. D. MarLett Attorney-in-Fact