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 15, 2006
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 May 15, 2006, AMR Corporation (the Company) entered into an
Underwriting Agreement (the Underwriting Agreement) with Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the Underwriter)
relating to the issuance and sale of 15,002,091 shares (the
5/15/06 Shares) of the Company's common stock, par value $1.00
per share (the Common Stock), at an offering price to the public
of $26.80 per share. The Company has granted the Underwriter a
30-day option to purchase an additional 2,250,314 shares of
Common Stock (together with the 5/15/06 Shares, the Shares), at
the same price per share paid to the Company for the 5/15/06
Shares, to cover over-allotments, if any. The closing of the
offering, which is subject to customary closing conditions, is
expected to occur on May 19, 2006.
The Shares will be issued pursuant to the Company's shelf
registration statement (the Registration Statement) on Form S-3
(File Nos. 333-110760 and 333-110760-01), which was declared
effective by the Securities and Exchange Commission on December
17, 2003.
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
Preliminary Prospectus Supplement dated May 15, 2006 to the
Prospectus dated December 17, 2003, 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 May 15, 2006 between AMR
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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/ Charles D. MarLett
Charles D. MarLett
Corporate Secretary
Dated: May 18, 2006
EXHIBIT INDEX
Exhibit Description
1.1 Underwriting Agreement dated May 15, 2006 between AMR
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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)