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: May
14, 2008
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 8.01 Other
Events
American
Airlines, Inc. (“American”), as the borrower, and AMR Corporation (“AMR”), as
guarantor, previously entered into an Amended and Restated Credit Agreement (the
“Credit Agreement"), dated as of March 27, 2006, with Citicorp USA, Inc., as
administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and a
syndicate of lenders arranged by Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., as joint lead arrangers and joint book-running
managers. The loan facilities under the Credit Agreement consist of
an undrawn $255 million secured revolving credit facility with a final maturity
on June 17, 2009 and a fully drawn $439 million secured term loan facility with
a final maturity on December 17, 2010.
The
Credit Agreement contains a covenant (the “EBITDAR Covenant”) requiring AMR to
maintain, for specified periods, a minimum ratio of cash flow (defined as
consolidated net income, before dividends, interest expense (less capitalized
interest), income taxes, depreciation and amortization and rentals, adjusted for
certain gains or losses and non-cash items) to fixed charges (comprising
interest expense (less capitalized interest) and rentals). The
minimum ratios for the four quarter periods ending as of specified dates are
currently as set forth below:
Four Quarter Period
Ending Minimum
Ratio
June 30,
2008
1.40:1.00
September 30,
2008
1.40:1.00
December 31,
2008
1.40:1.00
March 31,
2009
1.40:1.00
June 30, 2009 (and each
fiscal quarter
thereafter) 1.50:1.00
American
and AMR have obtained the approval by the requisite lenders of an amendment to
the Credit Agreement (the “Amendment”), pursuant to which (1) compliance with
the EBITDAR Covenant will be irrevocably waived for all periods ending on any
date from (and including) June 30, 2008 through March 31, 2009 and (2) the
EBITDAR Covenant will be amended to provide that thereafter, AMR will be
required to maintain, for each period specified below, a ratio of cash flow to
fixed charges of not less than the amount specified below for such
period.
Period Minimum
Ratio
Quarter ending June 30,
2009 0.90:1.00
Two quarters ending September 30,
2009
0.95:1.00
Three quarters ending December 31,
2009 1.00:1.00
Four quarters ending March 31,
2010 1.05:1.00
Four quarters ending June 30,
2010 1.10:1.00
Four quarters ending September 30,
2010
1.15:1.00
No other
changes to the Credit Agreement will be effected by the
Amendment. American will pay certain fees to the lenders under the
Credit Agreement in connection with obtaining the
Amendment. Effectiveness of the Amendment is subject to the
satisfaction of certain conditions, and American and AMR expect that these
conditions will be satisfied and the Amendment will become effective May 15,
2008.
Statements
in this report contain various forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which represent the American’s and
AMR’s expectations or beliefs concerning future events. When used in
this release, the words “expect” and “will” are intended to identify
forward-looking statements. All forward-looking statements in this
release are based upon information available to American and AMR on the date of
this release. American and AMR undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise. Forward-looking statements
are subject to a number of factors that could cause actual results to differ
materially from American’s and AMR’s expectations, including the need to satisfy
certain conditions to the effectiveness of the Amendment.
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: May
14, 2008