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 earliest event
reported: January 22, 2007
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.)
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 1.01. Entry into a Material Definitive Agreement.
On January 22, 2007, AMR Corporation (the Company), entered into
an Underwriting Agreement (the Underwriting Agreement) with
Credit Suisse Securities (USA) LLC, acting on behalf of itself
and the other underwriters named therein (the Underwriters)
relating to the issuance and sale of 13,000,000 shares (the
1/22/07 Shares) of the Company's common stock, par value $1.00
per share (the Common Stock), at an offering price to the public
of $38.70 per share. The Company has granted the Underwriters a
30-day option to purchase an additional 1,950,000 shares of
Common Stock (together with the 1/22/07 Shares, the Shares), at
the same price per share paid to the Company for the 1/22/07
Shares, to cover over-allotments, if any. The closing of the
offering, which is subject to customary closing conditions, is
expected to occur on January 26, 2007.
The Shares will be issued pursuant to the Company's shelf
registration statement (the Registration Statement) on Form S-3
(File Nos. 333-136563 and 333-136563-01), which became effective
upon filing with the Securities and Exchange Commission on August
11, 2006.
The Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K (this report), and the description of
the material terms of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit. For a more detailed
description of the Underwriting Agreement, see the disclosure
under the caption "Underwriting" contained in the Company's
Prospectus Supplement dated January 22, 2007 to the Prospectus
dated August 11, 2006, each of which has been filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act, which disclosure is hereby incorporated by
reference. The Underwriting Agreement is also filed with
reference to, and is hereby incorporated by reference into, the
Registration Statement. A copy of the opinion of Debevoise &
Plimpton LLP, relating to the legality of the Shares is filed as
Exhibit 5.1 to this report and is filed with reference to, and is
hereby incorporated by reference into, the Registration
Statement. A copy of the opinion of Debevoise & Plimpton LLP
relating to certain tax matters with respect to the Shares is
filed as Exhibit 8.1 to this report and is filed with reference
to, and is hereby incorporated by reference into, the
Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement dated January 22, 2007 between AMR
Corporation and Credit Suisse Securities (USA) LLC, acting on
behalf of itself and the other underwriters named therein
5.1 Opinion of Debevoise & Plimpton LLP
8.1 Opinion of Debevoise & Plimpton LLP
23.1 Consent of Debevoise & Plimpton LLP (contained in
Exhibit 5.1)
23.2 Consent of Debevoise & Plimpton LLP (contained in
Exhibit 8.1)
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: January 24, 2007
EXHIBIT INDEX
Exhibit Description
1.1 Underwriting Agreement dated January 22, 2007 between
AMR Corporation and Credit Suisse Securities (USA) LLC,
acting on behalf of itself and the other underwriters
named therein
5.1 Opinion of Debevoise & Plimpton LLP
8.1 Opinion of Debevoise & Plimpton LLP
23.1 Consent of Debevoise & Plimpton LLP (contained in
Exhibit 5.1)
23.2 Consent of Debevoise & Plimpton LLP (contained in
Exhibit 8.1)