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): August 7, 2013
AMR Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-8400 | 75-1825172 | ||
| (State of Incorporation) |
(Commission File Number) |
(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.)
American Airlines, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-2691 | 13-1502798 | ||
| (State of Incorporation) |
(Commission File Number) |
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 8.01 | OTHER EVENTS |
American Airlines, Inc.
(the Company), AMR Corporation’s wholly-owned subsidiary, issued a press release on August 7, 2013 providing certain information regarding cash tender offers launched by the Company. The press release is attached hereto as
Exhibit
99.1.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
The following exhibit is filed herewith:
| Exhibit |
Description | |
| 99.1 | Press Release of American Airlines, Inc. dated August 7, 2013 | |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMR Corporation |
| /s/ Kenneth W. Wimberly |
| Kenneth W. Wimberly |
| Corporate Secretary |
Dated: August 7, 2013
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| American Airlines, Inc. |
| /s/ Kenneth W. Wimberly |
| Kenneth W. Wimberly |
| Corporate Secretary |
Dated: August 7, 2013
2
Exhibit 99.1
|
| ||
|
Sean Collins 817-967-1577 mediarelations@aa.com |
FOR RELEASE: Wednesday, Aug. 7, 2013
AMERICAN AIRLINES ANNOUNCES EXPIRATION AND RESULTS OF ITS PREVIOUSLY ANNOUNCED CASH TENDER OFFERS
FORT WORTH, Texas – American Airlines, Inc. (American), the principal operating subsidiary of AMR Corporation, today announced the expiration, as of 11:59 p.m., EDT, on Aug. 6, 2013, of its previously announced tender offers to purchase for cash any and all of its 8.625% Class A Pass Through Certificates, Series 2011-2 (2011-2 Certificates), its 10.375% Class A Pass Through Certificates, Series 2009-1 (2009-1 Certificates), and its 13.0% 2009-2 Secured Notes due 2016 (2009-2 Notes, and, together with the 2011-2 Certificates and the 2009-1 Certificates, collectively, “Securities”). The tender offers were made pursuant to and are subject to the terms and conditions described in the Offer to Purchase dated as of June 26, 2013 (Offer to Purchase) and related Letter of Transmittal dated as of June 26, 2013 (Letter of Transmittal).
The aggregate amount of each class of Securities that was validly tendered and not validly withdrawn as of 11:59 p.m., EDT, on Aug. 6, 2013 (Expiration Date), and that has been accepted for purchase in accordance with the terms of the Offer to Purchase, is set forth in the table below:
| CUSIP Number |
Title of Security |
Original Aggregate Face/Principal Amount |
Current Aggregate Pool Balance/Principal Amount Outstanding(1) |
Amortization Factor(2) |
Original Aggregate Face/Principal Amount Tendered |
Current Aggregate Pool Balance/Principal Amount Tendered |
Percentage of Current Aggregate Pool Balance/Principal Amount Outstanding(1) Tendered |
|||||||||||||||||||
| 02377VAA0 |
8.625% Class A Pass Through Certificates, Series 2011-2 | $ | 725,694,000 | $ | 660,371,609 | 91.00 | % | $ | 240,964,000 | $ | 219,273,942 | 33.20 | % | |||||||||||||
| 023763AA3 |
10.375% Class A Pass Through Certificates, Series 2009-1 | $ | 520,110,000 | $ | 408,013,786 | 78.44 | % | $ | 113,513,000 | $ | 89,048,218 | 21.82 | % | |||||||||||||
| 023771R75 |
13.0% 2009-2 Secured Notes due 2016 | $ | 276,400,000 | $ | 144,457,570 | 52.26 | % | $ | 29,576,000 | $ | 15,457,587 | 10.70 | % | |||||||||||||
| (1) | As of the Expiration Date. Reflects principal repayments or distributions, as the case may be, made prior to the Expiration Date (including the distribution made on July 2, 2013 with respect to the 2009-1 Certificates and a principal repayment made on August 1, 2013 with respect to the 2009-2 Notes) on each class of Securities. Payment with respect to Securities accepted for purchase pursuant to an offer will be made only on outstanding pool balances or principal amounts (as applicable) of the Securities as of the applicable settlement date. |
| (2) | As of the Expiration Date. |
American Airlines Announces Expiration and Results of its Previously Announced Cash Tender Offers
Aug. 7, 2013
As of the Expiration Date, 26.70% of the current aggregate outstanding pool balance or principal amount (as applicable) of the Securities, on a combined basis, have been tendered and not validly withdrawn, and have been accepted for purchase in accordance with the terms of the Offer to Purchase. Settlement is expected to occur on Aug. 8, 2013.
American retained Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC to serve as the Dealer Managers for the tender offers. American also retained D.F. King & Co., Inc. to serve as the Tender Agent and Information Agent. Copies of the Offer to Purchase and Letter of Transmittal can be obtained by contacting the Information Agent at (800) 290-6429. Questions regarding the tender offers should be directed to Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) and Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect). You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the tender offers.
This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the tender offers will be deemed made on behalf of American by Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, or one or more registered brokers or dealers under the laws of such jurisdiction. The tender offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.
Statements in this release contain forward-looking statements which constitute American’s expectations or beliefs concerning future events. These forward-looking statements are subject to a number of factors that could cause actual results to differ from our expectations, including but not limited to, those described under “Certain Significant Consequences to Holders” in the Offer to Purchase and other factors described in American’s filings with the Securities and Exchange Commission, including American’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on April 18, 2013, as amended by Amendment No. 1 to the Quarterly Report on Form 10-Q/A, filed on June 7, 2013, American’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on July 18, 2013, and American’s Annual Report on Form 10-K for the year ended Dec. 31, 2012, filed on Feb. 20, 2013, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended Dec. 31, 2012, filed on April 16, 2013. Except to the extent required by law, American undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.