As filed with the Securities and Exchange Commission on May 17, 2001 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 Blvd. 76155 Fort Worth, Texas (Zip Code) (Address of Principal Executive Offices) -------------------- $UPER $AVER, A 401(K) CAPITAL ACCUMULATION PLAN FOR EMPLOYEES OF PARTICIPATING AMR CORPORATION SUBSIDIARIES (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 (Name and address of agent for service) (817) 963-1234 (Telephone number, including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE ==================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED (2) SHARE (1) PRICE (1) REGISTRATION FEE TITLE OF SECURITIES TO BE REGISTERED - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $1.00 per share................. 5,000,000 $37.05 $185,250,000 $46,312.50 ==================================================================================================================================== (1) Estimated solely for the purpose of computing the registration fee, based upon the average of the high and low sales prices of AMR Corporation common stock as reported on the New York Stock Exchange on May 14, 2001 in accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended (the "Securities Act"). (2) In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ================================================================================
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: The documents containing the information concerning $uper $aver, A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries, dated effective July 1, 2001 (the "Plan"), required by Item 1 of Form S-8 and the statement of availability of registrant information, plan information and other information required by Item 2 of Form S-8 will be sent or given to employees as specified by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. AMR Corporation will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, AMR Corporation will furnish to the Commission or its staff a copy of any or all of the documents included in such file. -2-
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. AMR Corporation (the "Company") hereby incorporates by reference in this registration statement the following documents filed by the Company with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 001-08400): (1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; (2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001; (3) the Company's Current Reports on Form 8-K dated January 10, 2001, January 17, 2001, February 1, 2001, February 21, 2001, March 8, 2001, March 13, 2001, March 15, 2001, April 11, 2001, April 12, 2001, April 12, 2001, April 19, 2001, April 24, 2001, April 30, 2001 and May 4, 2001; and (4) a description of the Company's common stock contained in the Company's Registration Statement on Form 8-B dated September 29, 1982, as such form may be amended to update such description. All documents filed by the Company and, where applicable, the Plan, with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents. Any statement contained in this registration statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed amendment or supplement to this registration statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") permits a Delaware corporation to include a provision in its Certificate of Incorporation, and the Company's Certificate of Incorporation so provides, which eliminates or limits the personal liability of a director to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a 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) II-1
under Section 174 of the DGCL, 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 the DGCL, the Company's Certificate of Incorporation and the Company's Bylaws, 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. EXHIBIT NUMBER DOCUMENT DESCRIPTION 4.1 Certificate of Incorporation of AMR Corporation, as amended, effective May 26, 1998 (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q of AMR Corporation for the fiscal quarter ended June 30, 1998, and incorporated herein by reference). 4.2 AMR Corporation Bylaws, as amended January 19, 2000 (filed as Exhibit 3.3 to the Annual Report on Form 10-K of AMR Corporation for the fiscal year ended December 31, 1999, and incorporated herein by reference). 4.3 Form of Specimen Common Stock Certificate (filed as Exhibit 4(c) to the Registration Statement of AMR Corporation on Form S-3 (File No. 33-38393), filed with the SEC on December 21, 1990, and incorporated herein by reference). *5.1 Opinion of Baker Botts L.L.P. *23.1 Consent of Ernst & Young LLP *23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1). *24.1 Power of Attorney of certain signatories (included in signature page of this Registration Statement). ----------------- * Filed herewith. II-2
ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3
SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on the 17th day of May, 2001. AMR CORPORATION By: /S/ ANNE H. MCNAMARA ----------------------------------------- Anne H. McNamara Senior Vice President and General Counsel KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of AMR Corporation, which is filing a Registration Statement on Form S-8 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), hereby constitutes and appoints Charles D. Marlett and Anne H. McNamara, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, it being understood that said attorneys-in-fact and agents, and each of them, shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person and that each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 CAPACITY IN WHICH SIGNED DATE Chairman of the Board, President and Chief Executive Officer; /S/ DONALD J. CARTY (Principal Executive Officer) May 17, 2001 - ------------------------------------------- Donald J. Carty Senior Vice President and Chief Financial Officer /S/ THOMAS W. HORTON (Principal Financial and May 17, 2001 - ------------------------------------------- Accounting Officer) Thomas W. Horton /S/ DAVID L. BOREN Director May 17, 2001 - -------------------------------------------- David L. Boren /S/ EDWARD A. BRENNAN Director May 17, 2001 - -------------------------------------------- Edward A. Brennan /S/ ARMANDO M. CODINA Director May 17, 2001 - -------------------------------------------- Armando M. Codina /S/ EARL G. GRAVES Director May 17, 2001 - -------------------------------------------- Earl G. Graves II-4
SIGNATURES CAPACITY IN WHICH SIGNED DATE /S/ ANN D. MCLAUGHLIN KOROLOGOS Director May 17, 2001 - ------------------------------------------- Ann D. McLaughlin Korologos /S/ MICHAEL A. MILES Director May 17, 2001 - ------------------------------------------- Michael A. Miles /S/ PHILLIP J. PURCELL Director May 17, 2001 - ------------------------------------------- Phillip J. Purcell /S/ JOE M. RODGERS Director May 17, 2001 - ------------------------------------------- Joe M. Rodgers /S/ JUDITH RODIN Director May 17, 2001 - ------------------------------------------- Judith Rodin II-5
THE PLAN Pursuant to the requirements of the Securities Act of 1933, as amended, the Pension Benefits Administration Committee of American Airlines, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on the 17th day of May, 2001. KNOW ALL MEN BY THESE PRESENTS, that the undersigned member of the Pension Benefits Administration Committee of American Airlines, Inc., which is filing a Registration Statement on Form S-8 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), hereby constitutes and appoints Charles D. Marlett and Anne H. McNamara, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, it being understood that said attorneys-in-fact and agents, and each of them, shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person and that the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacity and on the date indicated. $UPER $AVER - A 401(k) CAPITAL ACCUMULATION PLAN FOR EMPLOYEES OF PARTICIPATING AMR CORPORATION SUBSIDIARIES By: /S/ A.J. ALLISON ------------------------------------------------------ A. J. Allison Vice President - Human Resources and Chair, Pension Benefits Administration Committee II-6
EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT DESCRIPTION 4.1 Certificate of Incorporation of AMR Corporation, as amended, effective May 26, 1998 (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q of AMR Corporation for the fiscal quarter ended June 30, 1998, and incorporated herein by reference). 4.2 AMR Corporation Bylaws, as amended January 19, 2000 (filed as Exhibit 3.3 to the Annual Report on Form 10-K of AMR Corporation for the fiscal year ended December 31, 1999, and incorporated herein by reference). 4.3 Form of Specimen Common Stock Certificate (filed as Exhibit 4(c) to the Registration Statement of AMR Corporation on Form S-3 (File No. 33-38393), filed with the SEC on December 21, 1990, and incorporated herein by reference). *5.1 Opinion of Baker Botts L.L.P. *23.1 Consent of Ernst & Young LLP *23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1). *24.1 Power of Attorney of certain signatories (included in signature page of this Registration Statement). ----------------- * Filed herewith. II-7
EXHIBIT 5.1 [Letterhead of Baker Botts L.L.P.] May 17, 2001 AMR Corporation Attention: Charles D. MarLett, Esq. PO Box 619616 M/D 5675-HDQ D/FW Airport, Texas 75261-9616 Dear Mr. MarLett: In connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by AMR Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, we are passing upon the qualification of $uper $aver, A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries (the "Plan") under section 401(a) of the Internal Revenue Code, as amended (the "Code") and the exempt status of the trust fund maintained pursuant to the Plan under section 501(a) of the Code. At your request, we are furnishing this opinion to you for filing as Exhibit 5.1 to the Registration Statement. In our capacity as your counsel for purposes of rendering this opinion, we have examined the Plan and all amendments thereto, and such additional materials relevant to the Plan as we have deemed appropriate, including determination letters and compliance Statements issued by the Internal Revenue Service in connection with the qualification of the Plan and the exempt status of the Trust Fund maintained pursuant to the Plan. We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, and that all documents submitted to us as copies are true and correct copies of the originals thereof, and that all information submitted to us was accurate and complete. Amendments to the Plan have been prepared in order to cause the Plan to comply with legislation enacted subsequently to the submission of the latest request for a determination letter to the Internal Revenue Service, and legislation enacted prior to the that date but not effective as of the date of the latest Internal Revenue Service determination letter. The amendments have not yet been executed. Additionally, in connection with the acquisition of certain assets of Trans World Airlines, Inc. by American Airlines, Inc., certain other amendments to the Plan have been prepared but have not yet been executed. The opinion rendered below assumes that such amendments will be executed in the form in which they exist as of the date hereof, and that the Plan, as so amended, will be the subject of a submission to the Internal Revenue Service, requesting a determination letter as to the qualification of the Plan, as so amended, on or before December 31, 2001. For purposes of rendering the opinion below, we are also assuming that, in connection with such request for a determination letter, the Company will execute such additional amendments as shall be required by the Internal Revenue Service in order to maintain continued qualification of the Plan. Subject to the foregoing, we are of the opinion that the Plan is qualified under section 401(a) of the Code and that the Trust Fund maintained in connection with the Plan is exempt from taxation under section 501(a) of the Code. This opinion is also subject to the assumption that the Plan as operated complies with section 401(a) of the Internal Revenue Code. We do not opine as to the qualification of the Plan in operation, but note that the Plan is required to be operated in accordance with its terms by the express provisons of the Plan, the Code, and under the Employee Retirement Income Security Act of 1974, as amended. While we do not opine as to the qualification of the Plan in operation, we note that this Firm regularly serves as counsel to the Company in connection with the Plan, and can advise you that nothing has come to our attention that would suggest that the Plan, in operation, is not in compliance with section 401(a) of the Code. 5.1-1
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons who consent is required under section 7 of the Act or the Rules and Regulations of the Commission thereunder. __________________ Very truly yours, /s/ BAKER BOTTS L.L.P. 5.1-2
EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of AMR Corporation pertaining to $uper $aver, A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries, of our reports dated January 16, 2001, except for Note 15, for which the date is March 19, 2001, with respect to the consolidated financial statements and schedule of AMR Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. Ernst & Young LLP Dallas, Texas May 16, 2001 23.1-1