1
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: September 17, 2003
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)
2
Item 5. Other Events
AMR Corporation (the Company) is filing herewith a press release
issued on September 17, 2003 by the Company as Exhibit 99.1 which
is included herein. This press release was issued to announce
the pricing of a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933 of
$300 million principal amount of 4.25 percent senior convertible
notes due 2023.
Item 7. Financial Statements and Exhibits
The following exhibits are included herein:
99.1 Press Release
3
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: September 18, 2003
4
EXHIBIT INDEX
Exhibit Description
99.1 Press Release
5
Exhibit 99.1
Contact: Corporate Communications
Fort Worth, Texas
817-967-1577
FOR RELEASE: Wednesday, Sept. 17, 2003
AMR PRICES SENIOR CONVERTIBLE NOTES DUE 2023
FORT WORTH, Texas - AMR Corp. (NYSE:AMR), the parent company of
American Airlines, Inc., today announced the pricing of a private
placement to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933 (the "Securities Act") of $300
million principal amount of 4.25 percent senior convertible notes
due 2023. The sale of the notes is expected to close on Sept. 23,
2003 subject to customary closing conditions.
Interest on the notes will be payable semiannually in arrears.
Each note will be convertible, under certain circumstances, into
AMR common stock at a conversion ratio of 57.61 shares per $1,000
principal amount of notes. This represents an equivalent
conversion price of $17.36 per share (subject to adjustment in
certain circumstances), or a 32 percent premium over the New York
Stock Exchange closing price for the company's common shares of
$13.15 on Sept. 17, 2003.
AMR may redeem the notes, in whole or in part, in cash on or
after Sept. 23, 2008. Up to an additional $50 million principal
amount of the notes may be sold upon the exercise of a 30-day
option granted to the initial purchaser of the notes.
AMR said the notes are to be guaranteed by American Airlines,
Inc. AMR plans to use the net proceeds from the offering for
working capital and general corporate purposes.
This announcement is neither an offer to sell nor a solicitation
to buy any of these notes and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
The notes and the common stock issuable upon conversion of the
notes have not been registered under the Securities Act, or any
state securities laws, and may not be offered or sold in the
United States absent registration under, or an applicable
exemption from, the registration requirements of the Securities
Act and applicable state securities laws.
###
Current AMR Corp. news releases can be accessed via the Internet.
Our address is http://www.amrcorp.com