Edgar Filing: AMR CORP

fl13d9-07.htm

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
		OMB Number:3235-0145 Expires:February 28, 2009 Estimated average burden hours per response ………….14.5
	SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )*
AMR Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
001765106
(CUSIP Number)
Hannes Smarason, Chief Executive Officer FL Group hf. Sudurlandsbraut 12 108 Reykjavik Iceland
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September __, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 001765866
1. Names of Reporting Persons.
FL Group hf.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization Iceland

Number of Shares Bene- ficially by Owned by Each Reporting Person With	7. Sole Voting Power 22,658,000
	8. Shared Voting Power
	9. Sole Dispositive Power 22,658,000
	10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,658,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 9.1%
14. Type of Reporting Person (See Instructions) IV

Item 1.

Security and Issuer

This statement on Schedule 13D relates to shares of the Common Stock, par value $1.00 per share (the “Common Stock”) of AMR Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155.

Item 2.

Identity and Background

(a)-(c); (f) The reporting person is: FL Group hf (the “Reporting Person”), an Icelandic corporation; its business address is: Sudurlandsbraut 12 108 Reykjavik Iceland. The Reporting Person is a privately-held international investment company which invests in both public and private companies.

The name, address and principal occupation of each of the Reporting Person’s executive officers and of each member of the Reporting Person’s Board of Directors are set forth in Schedule A hereto.

(d) During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the Reporting Person’s executive officers or directors have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), except as follows:

On May 3, 2007, the District Court of Reykjavik ruled that Mr. Jon Asgeir Johannesson, Chairman of the Board of Directors of the Reporting Person, had violated Article 158 of the Icelandic Penal Code which prohibits incorrect statements in a legally required document. The conviction relates to an incorrect interim financial statement of Baugur Group hf. submitted to a stock exchange. Mr. Johannesson received a suspended sentence of three months imprisonment. Previously, both the District Court of Reykjavik and the Supreme Court of Iceland had dismissed the charges against Mr. Johannesson. Mr. Johannesson vigorously maintains his innocence and this matter is currently the subject of an appeal to the Supreme Court of Iceland.

(e) During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the Reporting Person’s executive officers or directors have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or fining any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The source of funds used by the Reporting Person to purchase the shares of Common Stock reported herein as beneficially owned by the Reporting Person was the Reporting Person’s working capital.

Item 4.

Purpose of Transaction

The Reporting Person purchased the Shares for investment purposes. The Reporting Person intends to evaluate from time to time its goals and objectives, other business and investment opportunities available to it, and general economic, market and other conditions, as well as the Issuer's business operations and prospects and the price and availability of shares of Common Stock. Based on such evaluations, the Reporting Person may determine at any time to acquire additional shares of Common Stock or sell or otherwise dispose of some or all of the shares which the Reporting Person holds.

On September 25, 2007, the Reporting Person sent a letter to the Board of Directors of the Issuer (the “Board Letter”) strongly urging the Issuer to promptly consider strategic alternatives that would significantly increase shareholder value. On September 27, 2007, the Reporting Person issued a press release announcing that it had sent the Board Letter to the Board of Directors of the Issuer; the text of the Board letter is attached to the press release. A copy of the press release, together with the Board Letter, appears as Exhibit 1 to this Schedule 13D. In the Board Letter, the Reporting Person proposed that shareholder value be generated by unbundling the Issuer’s ancillary business units. Specifically, the Reporting Person proposed that the Issuer partially spin off its AAdvantage Frequent Flyer program. The Reporting Person also urged the Issuer to make available to investors more information regarding the financial performance of its various business units.

In a media interview on September 26, 2007, Hannes Samarson, Chief Executive Officer of the Reporting Person, specified that the Issuer should consider unbundling its aircraft maintenance and repair unit and its American Eagle regional airline.

The Reporting Person may seek to engage in discussions with the management of the Issuer or other shareholders of the Issuer concerning the subject matter of the Board Letter or otherwise concerning the Issuer or its business or operations. Such discussions may relate to any one or more of the transactions specified below in clauses (a) through (j) of this Item 4.

Except as described above, the Reporting Person has no plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer's business or corporate structure;

(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a) The Reporting Person is the beneficial owner of 22,658,000 shares of Common Stock, representing approximately 9.1% of the shares of the Common Stock outstanding (based on 247,877,466 shares of Common Stock outstanding on July 20, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007). Of the 22,658,000 shares, 20,458,000 shares are held by the Reporting Person’s wholly-owned subsidiary, FL Group Holding Netherlands B.V. In addition, through swap transactions executed during September 2007 under a Master Agreement dated as of December 4, 2006, with Morgan Stanley & Co. International plc, the Reporting Person beneficially owns 2,200,000 shares of Common Stock.

In the Board Letter (which was attached to the press release dated September 27, 2007, referred to in Item 4, above), the Reporting Person stated that it owned 8.25% of the Issuer’s outstanding shares of Common Stock. This percentage reflects only the shares owned directly by the Reporting Person (or a wholly-owned subsidiary); the additional 0.8% reported herein as beneficially owned by the Reporting Person relate to swap transactions effected by the Reporting Person during September 2007, as described in Schedule 2 hereto.

(b) The Reporting Person has sole voting and dispositive power over the Shares.

(c) Certain information regarding transactions in shares of the Common Stock effected by the Reporting Person within the last 60 days is set forth in Schedule 2 to this Schedule 13D.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Master Agreement referred to above in Item 5(a) and agreements relating to individual swap transactions effected under the Master Agreement, there are no contracts, arrangements, understandings or relationships between the Reporting Person or to the best of the Reporting Person's knowledge, any of executive officers or directors of the Reporting Person, and any other person, with respect to any securities of the Issuer, including but not limited to transfer of voting of any of the shares, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. (Information regarding certain of the terms of the Master Agreement and related swap agreements will be provided by amendment to this Schedule 13D.)

Item 7.

Material to Be Filed as Exhibits*

Exhibit 1 – Press release dated September 27, 2007.

_____

* Exhibits relating to the swap agreement to be filed, as required, by amendment to this Schedule 13D.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 27, 2007

FL GROUP hf.

By:_____________________________

Name:

Title:

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

SCHEDULE 1

DIRECTORS AND EXECUTIVE OFFICERS OF FL GROUP hf.

The name, citizenship and present principal occupation or employment of each of the directors and executive officers of FL Reporting Person are set forth below. Unless otherwise indicated, the business address of each individual is FL Group hf., Sudurlandsbraut 12, 108 Reykjavik, Iceland.

Name	Position with FL Group hf. and (if different) Principal Occupation	Business Address	Citizenship
Executive Officers

Hannes Smarason¹	Chief Executive Officer		Iceland

Jon Sigurdsson	Deputy Chief Executive Officer	(a)	Iceland
		(c)
Benedikt Gíslason	Managing Director of Capital Markets	(d)	Iceland
		(f)
Sveinbjörn Indriðason	Chief Financial Officer	(g)	Iceland
		(i)
Directors

Jon Asgeir Johannesson	Chairman of the Board of Directors Executive Chairman, Baugur Group hf. (privately-held international investment firm)	Baugur Group Tungotu 6 101 Reykjavik, Iceland	Iceland

Thorsteinn M. Jonsson	Vice-chairman of the Board of Directors Chief Executive Officer, Vilfilfell hf. (The Coca-Cola Bottling Company of Iceland)	Laufasvegi 73 101 Reykjavik, Iceland	Iceland

Magnus Armann	Director Private Investor	Laufasvegur 69 101 Reykjavik, Iceland	Iceland

Skarphedinn Berg Steinarsson	Director Chief Executive Officer, Fasteignafelagid Stodir hf. (privately-held real estate investment company)	Fasteignafelagio Stooir hf. Kringlunni 4-12 103 Reykjavik, Iceland	Iceland

______________

¹ Mr. Smarason is the largest shareholder of the Reporting Person, owning 20.8% of the outstanding shares of Common Stock of the Reporting Person.


Smaris Sigurdsson	Director Investment Director, Primus Ltd. (a privately-held international investment company owned by Mr. Smarason)	Sioumuli 24-26 105 Reykjavik, Iceland	Iceland

Jon Kristjansson	Director Chairman of the Board, Sund ehf. (privately-held investment firm)	Kringlunni 4-6 103 Reykjavik, Iceland	Iceland

Paul Richmond Davidson	Director Partner, West Coast Capital (privately-held international investment firm)	West Coast Capitol Marathon Hotel Olympic Business Park Drybridge Road Dundonald, Ayrshire Scotland KA2 9AE	Iceland

SCHEDULE 2

TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS

The following table sets forth all transactions that were effected during the past sixty (60) days in shares of Common Stock by the Reporting Person. Each transaction was a purchase effected in the open market through a broker-dealer.

Transaction Date	Number of Shares	Type of Transaction	Price Per Share

August 16, 2007	200,000 ¹	Purchase	21.8592

September 7, 2007	200,000	Swap	21.9423

September 7, 2007	500,000	Swap	24.1138

September 7, 2007	600,000	Swap	23.3324

September 10, 2007	600,000	Swap	23.0680

September 25, 2007	300,000	Swap	20.8277