UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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AMR Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
001765106
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(CUSIP Number)
Hannes Smarason, Chief Executive Officer
FL Group hf.
Sudurlandsbraut 12
108 Reykjavik
Iceland
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 28, 2007
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(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 ss.ss.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 ss.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.
SEC 1746(3-06)
1
CUSIP No. 001765106
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1. Names of Reporting Persons.
FL Group hf.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) X
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6. Citizenship or Place of Organization Iceland
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7. Sole Voting Power 2,658,000
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Number of
Shares Bene-
ficially by
Owned by Each
Reporting
Person With 8. Shared Voting Power
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9. Sole Dispositive Power 2,658,000
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,658,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11) 1.1%
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14. Type of Reporting Person (See Instructions)
IV
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This Amendment No. 1 to the initial statement on Schedule 13D filed by
the Reporting Person on September 27, 2007 (the "Initial 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").
Capitalized terms used below and not otherwise defined herein shall have the
meaning set forth in the Initial Schedule 13D.
As reported below, the Reporting Person has ceased to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock of
the Issuer, and accordingly, upon the filing of this Amendment No. 1, the
Reporting Person shall no longer be subject to the reporting requirements of
Section 13(d) of the Securities and Exchange Act of 1934.
Item 2. Identity and Background
The information set forth in Item 2(a)-(c); (f) of the Initial Schedule
13D is hereby deleted in its entirety and replaced with the following:
(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 publicly-traded
international investment company which invests in both publicly and privately-
held companies. The Reporting Person is listed on the OMX Nordic Exchange in
Reykjavik.
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 1 hereto.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Item 3 of the Initial Schedule 13D is
hereby deleted in its entirety and replaced with the following:
The aggregate purchase price of the 20,458,000 shares of Common Stock
of the Issuer purchased by the Reporting Person was $704,983,680. The
aggregate purchase price paid by the Reporting Person in connection with the
swap transactions reported in the Initial Schedule 13D (the "September Swap
Transactions") was $50,534,000. As discussed in Items 5 and 6 below, the
September Swap Transactions were extended on November 16, 2007. The aggregate
purchase price paid by the Reporting Person in connection with the November
2007 extensions was $50,930,000.
The Reporting Person utilized its working capital: (i) to purchase the
shares of Common Stock of the Issuer reported in the Initial Schedule 13D as
beneficially owned by the Reporting Person, and (ii) to enter into the
September Swap Transactions and November 2007 swap extensions.
Item 4. Purpose of Transaction
The information set forth in Item 4 of the Initial Schedule 13D is
hereby supplemented by the addition of the following paragraph at the end of
Item 4:
As reported in more detail in the Initial Schedule 13D, commencing in
September 2007, the Reporting Person strongly urged the Issuer to consider
strategic alternatives to increase shareholder value, including the spin-off of
certain business operations, such as the Issuer's AAdvantage Frequent Flyer
program.
The Reporting Person evaluates its investment portfolio on a regular
basis. As a result of its recent review, the Reporting Person has decided to
reduce its exposure to the aviation sector and to the Issuer, particularly in
light of the performance of the Issuer in 2007 and current economic conditions
in the United States. As described in Item 5 below, the Reporting Person has
sold the bulk of its holdings in the Issuer.
Item 5. Interest in Securities of the Issuer
The information set forth in Item 5 of the Initial Schedule 13D is
hereby deleted in its entirety and replaced with the following:
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a) Shares of Common Stock. As of the close of business on November 29,
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2007, the Reporting Person beneficially owned 2,658,000 shares of Common Stock
of the Issuer, constituting approximately 1.1% of outstanding shares of Common
Stock of the Issuer (based on 249,121,904 shares outstanding on October 12,
2007, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007).
As reported in the Initial Schedule 13D, the Reporting Person then was
the beneficial owner of a total of 22,658,000 shares of Common Stock of the
Issuer, which represented approximately 9.1% of the outstanding shares of Common
Stock of the Issuer. These shares included 20,458,000 shares held by the
Reporting Person's wholly-owned subsidiary, FL Group Holding Netherlands B.V. On
November 28, 2007, the Reporting Person's wholly-owned subsidiary sold
17,800,000 of the 20,458,000 Shares it held. The wholly-owned subsidiary holds
the remaining 2,658,000 Shares.
Swap transactions. As reported in the Initial Schedule 13D, the
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Reporting Person entered into an ISDA Master Agreement with Morgan Stanley & Co.
International plc on December 4, 2006 (the "MSC Master Agreement"), relating to
shares of Common Stock of the Issuer. The Reporting Person entered into a series
of swap transactions executed in September 2007 under the MSC Master Agreement,
relating to a total of 2,200,000 shares of Common Stock of the Issuer. Under the
MSC Master Agreement and confirmation letters relating to the specific
transactions effected under the MSC Master Agreement (the "Confirmation
Letters"), the Reporting Person had the right to elect to settle the swap
transactions by taking delivery of the 2,200,000 shares of Common Stock.
Accordingly, the Reporting Person was deemed to beneficially own the 2,200,000
shares of Common Stock.
The September Swap Transactions were scheduled to expire on November
16, 2007, and were subsequently extended on the same terms. On November 28,
2007, the Reporting Person divested its interest in the 2,200,000 shares which
were the subject of the November 2007 swap extensions.
In summary, on November 28, 2007 the Reporting Person sold or otherwise
divested its interest in a total of 20,000,000 shares of Common Stock.
Additional information regarding these transactions appears in Schedule 2
attached hereto.
(b) The Reporting Person has sole voting and dispositive power over the
2,658,000 shares of Common Stock which it beneficially owns.
(c) Certain information regarding the transactions effected by the
Reporting Person in the Common Stock of the Issuer and swap transactions
relating to the Common Stock of the Issuer during the sixty (60) day period
prior to the date of this Amendment No. 1 is set forth in Schedule 2 attached
hereto.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the Common Stock of the Issuer on November 28, 2007.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The information set forth in Item 6 of the Initial Schedule 13D is
hereby replaced in its entirety with the following:
As noted in Item 5, above, on or about December 4, 2006, the Reporting
Person entered into the MSC Master Agreement regarding shares of Common Stock of
the Issuer and into related pledge agreements. In addition, the Reporting Person
entered into the Confirmation Letters in September 2007 relating to the
respective September Swap Transactions.
On or about June 27, 2007, FL Group Holding Netherlands B.V., a
wholly-owned subsidiary of the Reporting Person, entered into a ISDA Master
Agreement with Morgan Stanley & Co. International plc (the "ISDA Master
Agreement").
On November 16, 2007, the Reporting Person and Morgan Stanley & Co.
International plc extended the September Swap Transactions. In connection with
the extension, the Reporting Person, FL Group Holding Netherlands B.V., and
Morgan Stanley & Co. International plc entered into a Deed of Amendment and
Restatement dated November 16, 2007, which also, among other things, increased
the maximum number of shares of Common Stock covered under the swap agreements
to 6,000,000 shares of Common Stock and extended the fixed valuation date of the
swap transactions to November 16, 2008.
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The description herein of selected terms of the MSC Master Agreement,
the Confirmation Letters and related documents are qualified in their entirety
by the terms of the Master Agreement and the Confirmation Letters, copies of
which appear as exhibits to this amended Schedule 13D.
Other than the MSC Master Agreement, the ISDA Master Agreement, the
Confirmation Letters, related pledge agreements, and the documentation relating
to the extension of the swap transactions in November 2007, there are no
contracts, arrangements, understandings or relationships between the Reporting
Person, or to the best of the Reporting Person's knowledge, any 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.
Item 7. Material to Be Filed as Exhibits*
* Exhibits relating to the swap transactions referred to in Items 5 and 6 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.
November 30, 2007
FL GROUP hf.
By: /s/ Hannes Smarason
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Name: Hannes Smarason
Title: Chief Executive Officer
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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. Business Address
and (if different) Citizenship
Principal Occupation
Executive Officers
Hannes Smarason(1) Chief Executive Officer Iceland
Jon Sigurdsson Deputy Chief Executive Officer Iceland
Benedikt Gislason Managing Director of Capital Markets Iceland
Sveinbjorn Indrioason Chief Financial Officer Iceland
Directors
Jon Asgeir Johannesson Chairman of the Board of Directors Baugur Group Iceland
Tungotu 6
Executive Chairman, Baugur Group hf. 101 Reykjavik, Iceland
(privately-held international
investment firm)
Thorsteinn M. Jonsson Vice-chairman of the Board of Laufasvegi 73 Iceland
Directors 101 Reykjavik, Iceland
Chief Executive Officer, Vilfilfell
hf. (The Coca-Cola Bottling Company
of Iceland)
Magnus Armann Director Laufasvegi 73 Iceland
101 Reykjavik, Iceland
Private Investor
Skarphedinn Berg Steinarsson Director Fasteignafelagio Stooir Iceland
Kringlunni 4-12
Chief Executive Officer, 103 Reykjavik, Iceland
Fasteignafelagid Stodir hf.
(privately-held real estate
investment company)
1. Mr. Smarason is the largest shareholder of the Reporting Person, owning 20.8%
stock of the Reporting Person.
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Smaris Sigurdsson Director Sioumuli 24-26 Iceland
105 Reykjavik, Iceland
Investment Director, Primus Ltd. (a
privately-held international
investment company owned by Mr.
Smarason)
Jon Kristjansson Director Kringlunni 4-6 Iceland
103 Reykjavik, Iceland
Chairman of the Board, Sund ehf.
(privately-held investment firm)
Paul Richmond Davidson Director West Coast Capitol Scotland
Marathon Hotel
Partner, West Coast Capital Olympic Business Park
privately-held international Drybridge Road
investment firm) Dundonald, Ayrshire
Scotland KA2 9AE
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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 of the Issuer by the
Reporting Person.
Transaction Date Number of Shares Type of Transaction Price Per Share
November 28, 2007 1,000,000 Sale $22.1178
November 28, 2007 9,200,000 Sale $20.9
November 28, 2007 9,800,000 Sale $20.9
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Total: 20,000,000
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