<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1994.
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-1825172
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
P.O. BOX 619616 DALLAS/FORT WORTH AIRPORT, TEXAS 75261-9616 (817) 963-1234
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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(Name, address, including zip code, and telephone Copy to:
number, including area code, of agents for service)
Rohan S. Weerasinghe, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Anne H. McNamara, Esq. John B. Brady, (212) 848-4000
Senior Vice President and Jr., Esq.
General Counsel Debevoise &
AMR Corporation Plimpton
P.O. Box 619616 875 Third Avenue
Dallas/Fort Worth Airport, New York, New York
Texas 10022
75261-9616 (212) 909-6000
(817) 963-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time, as determined by market conditions, after the effective date of this
registration statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities(3)...... U.S. $500,000,000 100% U.S. $500,000,000 $172,414
Warrants to Purchase
Debt Securities(4)..... -- -- -- --
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</TABLE>
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(1) Or (i) its equivalent (based on the applicable exchange rate at the time of
sale), if Debt Securities are issued with principal amounts denominated in
one or more foreign or composite currencies as shall be designated by AMR
Corporation, or (ii) such greater amounts if Debt Securities are issued at an
original issue discount, as shall result in aggregate proceeds of not more
than U.S. $500,000,000 to AMR Corporation.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Includes Debt Securities issuable upon exercise of Warrants registered
hereby.
(4) Warrants for the purchase of Debt Securities may be offered and sold
separately or together with other Debt Securities. Pursuant to Rule 457(g),
no registration fee is attributable to the Warrants registered hereby.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION--DATED FEBRUARY 1, 1994
PROSPECTUS
AMR CORPORATION
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
AMR Corporation (the "Company") may from time to time offer, together or
separately, its debt securities, consisting of debentures, notes and/or other
evidences of indebtedness representing unsecured obligations of the Company
(the "Debt Securities"), and warrants (the "Warrants") to purchase Debt
Securities (collectively, the "Securities"), in amounts, at prices and on terms
to be determined at the time of offering. The Debt Securities offered pursuant
to this Prospectus may be issued in one or more series and will be limited to
U.S. $500,000,000 aggregate principal amount (or (i) its equivalent (based on
the applicable exchange rate at the time of sale), if Debt Securities are
issued with principal amounts denominated in one or more foreign currencies or
currency units as shall be designated by the Company, or (ii) such greater
amount, if Debt Securities are issued at an original issue discount, as shall
result in aggregate proceeds of not more than U.S. $500,000,000 to the
Company). Certain specific terms of the particular Securities in respect of
which this Prospectus is being delivered (the "Offered Securities") are set
forth in the accompanying Prospectus Supplement (the "Prospectus Supplement"),
including, where applicable, in the case of Debt Securities, the specific
designation, the aggregate principal amount, the denomination, maturity,
premium, if any, the rate (which may be fixed or variable), time and method of
calculating payments of interest, if any, the place or places where principal
of, premium, if any, and interest, if any, on such Debt Securities will be
payable, the currency in which principal of, premium, if any, and interest, if
any, on such Debt Securities will be payable, any terms of redemption at the
option of the Company or the holder, any sinking fund provisions, the initial
public offering price and other special terms and, in the case of Warrants, the
specific designation, aggregate number, duration, initial public offering
price, exercise price, currency in which the exercise price is payable,
detachability of any Warrants, description of the Debt Securities for which
such Warrants are exercisable, terms of any mandatory or optional call and
other special terms, together with any other terms in connection with the
offering and sale of the Offered Securities, and the net proceeds to the
Company from such offering. The Securities may be denominated in United States
dollars or, at the option of the Company if so specified in the applicable
Prospectus Supplement, in one or more foreign currencies or currency units. The
Debt Securities may be issued in registered form or bearer form, or both. If so
specified in the applicable Prospectus Supplement, Debt Securities of a series
may be issued in whole or in part in the form of one or more temporary or
permanent global securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The Company may sell the Securities to or through underwriters, through
dealers or agents or directly to purchasers. See "Plan of Distribution". The
accompanying Prospectus Supplement sets forth the names of any underwriters,
dealers or agents involved in the sale of the Offered Securities in respect of
which this Prospectus is being delivered and any applicable fee, commission or
discount arrangements with them.
This Prospectus may not be used to consummate sales of Debt Securities or
Warrants unless accompanied by a Prospectus Supplement.
The date of this Prospectus is , 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024; the
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 75 Park Place, New York, New York 10007, 14th Floor.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such material can also be inspected and copied at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, N.Y. 10005.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the information
included in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Statements
contained herein concerning the provisions of any document do not purport to be
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is subject to and qualified in its entirety by
such reference. Reference is made to such Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the Securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1992 (as amended by Form 10-K/A No. 1, dated June 2, 1993 and Form
10-K/A No. 2, dated September 28, 1933).
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993.
3. The Company's Current Reports on Form 8-K dated January 21, 1993,
February 18, 1993 and October 13, 1993.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified and superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such documents should be
directed to the Corporate Secretary of the Company at P.O. Box 619616, Mail
Drop 5675, Dallas/Fort Worth Airport, Texas 75261-9616 (Telephone: 817-963-
1234).
2
<PAGE>
THE COMPANY
The Company is the parent company of American Airlines, Inc. ("American"),
which accounted for at least 93% of the Company's assets and operating revenues
and expenses in 1992. As of December 31, 1992, American served airports in 43
states and the District of Columbia, as well as numerous airports in Canada,
Mexico and certain other countries in Europe, Latin America and Asia.
The postal address for the Company's principal executive offices is P.O. Box
619616, Dallas/Fort Worth Airport, Texas 75261-9616 (Telephone: 817-963-1234).
USE OF PROCEEDS
Unless otherwise indicated in the accompanying Prospectus Supplement, the net
proceeds to the Company from the sale of the Securities and the exercise of any
Warrants offered hereby will be added to the working capital of the Company and
will be available for general corporate purposes, among which may be the
financing of capital expenditures by American or other subsidiaries of the
Company, including the acquisition by American or such subsidiaries of aircraft
and related equipment.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for the
Company for the periods indicated. Earnings represent consolidated earnings
(loss) before income taxes and fixed charges (excluding interest capitalized).
Fixed charges consist of interest and the portion of rental expense deemed
representative of the interest factor.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
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1988 1989 1990 1991 1992 1992 1993
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<S> <C> <C> <C> <C> <C> <C> <C>
Ratio.......................... 2.57 2.18 (a) (a) (a) (a) 1.23
</TABLE>
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(a) Earnings were inadequate to cover fixed charges by $150 million for the
year ended December 31, 1990, $499 million for the year ended December 31,
1991, $798 million for the year ended December 31, 1992, and $475 million for
the nine months ended September 30, 1992.
RECENT OPERATING RESULTS AND DEVELOPMENTS
The Company's unaudited net loss was $253 million for the fourth quarter of
1993, compared to a net loss of $200 million for the fourth quarter of 1992.
The Company's operating loss was $162 million in the fourth quarter of 1993,
compared with $145 million in the same period in 1992. The Company's 1993
fourth quarter results reflect the adverse impact, estimated at approximately
$190 million after-tax, of a five-day strike by American's flight attendants in
November of 1993. The results also include $62 million in after-tax charges
relating to final settlement and legal costs relating to various litigation
matters and previously announced 1994 employee layoffs. The Company's 1992
fourth quarter results included $21 million in after-tax charges related to
severance and aircraft retirements.
The Company's operating revenues for the fourth quarter of 1993 were $3.59
billion, a 0.4% increase from the $3.58 billion reported in the fourth quarter
of 1992. American's yield (the average amount one passenger pays to fly one
mile) increased 2.5%, from 12.31 cents in the fourth quarter of 1992 to 12.62
cents for the same period in 1993. American flew 22.50 billion revenue
passenger miles ("RPMs") in the fourth quarter of 1993, down 5.8% from the
23.90 billion flown in the fourth quarter of 1992. American's available seat
miles ("ASMs") decreased 2.0%, from 39.51 billion in the fourth quarter of 1992
to 38.74 billion in the
3
<PAGE>
fourth quarter of 1993. The Company's operating expenses in the fourth quarter
increased 0.8% to $3.75 billion in 1993, from $3.72 billion during the same
period in 1992. American's operating cost per ASM in the fourth quarter of 1993
increased by 0.8% to 9.00 cents from its 1992 fourth quarter operating cost per
ASM of 8.93 cents.
The Company's unaudited net loss for the year ended December 31, 1993 was
$110 million, compared to a net loss of $935 million for the year ended
December 31, 1992. The net loss for the year ended December 31, 1993 includes
the effect of the flight attendants' strike, as well as the $62 million in
after-tax charges incurred in the fourth quarter of 1993 described above. The
1993 results also include pre-tax charges aggregating $125 million relating to
the retirement of aircraft and a positive $115 million adjustment to revenues
($67 million net of related commission expenses and taxes) for a change in
estimate relating to certain passenger revenues. Full year results for 1992
include the cumulative effect of two accounting changes totaling $460 million
after-tax, a $165 million provision ($109 million after-tax) related to
suspension of the CONFIRM reservations system project, and $30 million in
after-tax charges related to severance, a litigation settlement and aircraft
retirements. The Company's operating income for the year ended December 31,
1993 was $690 million, compared with an operating loss of $25 million in 1992.
The Company's operating revenues for the year ended December 31, 1993 were
$15.82 billion, compared with $14.40 billion for 1992, a 9.9% increase.
American's RPMs for the year decreased 0.3%, from 97.43 billion in 1992 to
97.16 billion in 1993. American's ASMs for the year increased 5.2%, from 153.0
billion in 1992 to 160.89 billion in 1993. The Company's operating expenses
increased by 4.9% to $15.13 billion in 1993 from $14.42 billion in 1992, and
American's operating cost per ASM in 1993 decreased by 1.3% to 8.81 cents
compared to its 1992 operating cost per ASM of 8.93 cents.
American's collective bargaining agreement with the Association of
Professional Flight Attendants, the union representing American's flight
attendants, became amendable on December 31, 1992. American and the union were
unsuccessful in reaching an agreement during mediation under the auspices of
the National Mediation Board under the Railway Labor Act. The ensuing five-day
strike by the union in November, 1993 ended when American and the union agreed
to binding arbitration. The binding arbitration will likely be heard and
decided during 1994, and will determine the contract provisions not otherwise
agreed to by the parties.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued in one or more series
under an Indenture, dated as of March 1, 1992 (the "Indenture"), between the
Company and Morgan Guaranty Trust Company of New York, as Trustee (the
"Trustee"). The Debt Securities offered pursuant to this Prospectus will be
limited to U.S. $500,000,000 aggregate principal amount (or (i) its equivalent
(based on the applicable exchange rate at the time of sale), if Debt Securities
are issued with principal amounts denominated in one or more foreign currencies
or currency units as shall be designated by the Company, or (ii) such greater
amount, if Debt Securities are issued at an original issue discount, as shall
result in aggregate proceeds of not more than U.S. $500,000,000 to the
Company). A series of Debt Securities may be offered contemporaneously with an
offering of Warrants to purchase an additional portion of such or another
series of Debt Securities. Warrants to purchase a series of Debt Securities may
also be offered independently of any offering of Debt Securities. See
"Description of Warrants." The statements herein relating to the Debt
Securities and the Indenture are summaries and are subject to the detailed
provisions of the Indenture. A copy of the Indenture is filed as an exhibit to
the Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all
the provisions of the Indenture, including the definitions therein of certain
terms capitalized in this Prospectus. Whenever particular Sections or defined
terms of the Indenture are referred to herein or in a Prospectus Supplement,
such Sections or defined terms are incorporated herein or therein by reference.
4
<PAGE>
GENERAL
The Company is a holding company which conducts its business through its
wholly-owned subsidiaries. Accordingly, the Company's cash flow and consequent
ability to meet its debt obligations are primarily dependent upon the earnings
of such subsidiaries and on dividends and other payments therefrom. Since the
Debt Securities are solely an obligation of the Company, the Company's
subsidiaries are not obligated or required to make payments on the Debt
Securities or to make funds available therefor in the form of dividends or
advances to the Company. In addition, certain debt and credit facility
agreements of American contain certain restrictive covenants, including a
minimum net worth requirement and limitations on indebtedness and the
declaration of dividends on shares of its capital stock, that could affect the
Company's ability to pay the principal of, premium, if any, and interest, if
any, on the Debt Securities. At December 31, 1992, under the most restrictive
provisions of those debt and credit facility agreements, approximately $1.4
billion of the retained earnings of American were available for payment of cash
dividends to the Company.
Because the Company is a holding company, the Debt Securities are effectively
subordinated to all existing and future liabilities of the Company's
subsidiaries, including American. Any right of the Company to participate in
any distribution of the assets of any of the Company's subsidiaries, including
American, upon the liquidation, reorganization or insolvency of such subsidiary
(and the consequent right of the Holders of the Debt Securities to participate
in those assets) will be subject to the claims of the creditors (including
trade creditors) and preferred stockholders of such subsidiary, except to the
extent that claims of the Company itself as a creditor of such subsidiary may
be recognized, in which case the claims of the Company would still be
subordinate to any security interest in the assets of such subsidiary and any
indebtedness of such subsidiary senior to that held by the Company.
The Debt Securities will be unsecured obligations of the Company. The Debt
Securities will not be subordinated to any other existing or future unsecured
indebtedness of the Company. The Indenture does not limit the aggregate amount
of Debt Securities which may be issued thereunder, nor does it limit the
incurrence or issuance of other unsecured or secured debt of the Company.
Reference is made to the Prospectus Supplement which accompanies this
Prospectus for a description of the specific series of Debt Securities being
offered thereby or, if Warrants are being offered thereby, the Debt Securities
to be issued upon exercise of such Warrants, including: (1) the specific
designation of such Debt Securities; (2) any limit upon the aggregate principal
amount of such Debt Securities; (3) the date or dates on which the principal of
such Debt Securities will mature or the method of determining such date or
dates; (4) the rate or rates (which may be fixed or variable) at which such
Debt Securities will bear interest, if any, or the method of calculating such
rate or rates; (5) the date or dates from which interest, if any, will accrue
or the method by which such date or dates will be determined; (6) the date or
dates on which interest, if any, will be payable and the record date or dates
therefor; (7) the place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable; (8) the period or
periods within which, the price or prices at which, the currency or currencies
(including currency units) in which, and the terms and conditions upon which,
such Debt Securities may be redeemed, in whole or in part, at the option of the
Company; (9) the obligation, if any, of the Company to redeem or purchase such
Debt Securities pursuant to any sinking fund or analogous provisions, upon the
happening of a specified event, or at the option of a holder thereof and the
period or periods within which, the price or prices at which and the other
terms and conditions upon which, such Debt Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligations; (10) the
denominations in which such Debt Securities are authorized to be issued; (11)
the currency or currency units for which Debt Securities may be purchased or in
which Debt Securities may be denominated and/or the currency or currency units
in which principal of, premium, if any, and/or interest, if any, on such Debt
Securities will be payable and whether the Company or the holders of any such
Debt Securities may elect to receive payments in respect of such Debt
Securities in a currency or currency units other than that in which such Debt
Securities are stated to be payable; (12) if other than the principal amount
thereof, the portion of the principal amount of such Debt Securities which will
be payable upon declaration of the acceleration of the maturity thereof or the
method by which such portion shall be determined; (13) the
5
<PAGE>
person to whom any interest on any such Debt Security shall be payable if other
than the person in whose name such Debt Security is registered on the
applicable record date; (14) any addition to, or modification or deletion of,
any Event of Default or any covenant of the Company specified in the Indenture
with respect to such Debt Securities; (15) the application, if any, of such
means of defeasance or covenant defeasance as may be specified for such Debt
Securities and coupons; (16) whether such Debt Securities are to be issued in
whole or in part in the form of one or more temporary or permanent global
securities and, if so, the identity of the depositary for such global security
or securities; (17) the terms and conditions relating to warrants issued by the
Company in connection with or for the purchase of such Debt Securities; and
(18) any other special terms pertaining to such Debt Securities. (Section 3.1
of the Indenture.) Unless otherwise specified in the applicable Prospectus
Supplement, the Debt Securities will not be listed on any securities exchange.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued in fully registered form without coupons. Where Debt
Securities of any series are issued in bearer form, the special restrictions
and considerations, including special offering restrictions and special Federal
income tax considerations, applicable to any such Debt Securities and to
payment on and transfer and exchange of such Debt Securities will be described
in the applicable Prospectus Supplement. Bearer Debt Securities will be
transferable by delivery. (Section 3.5 of the Indenture.)
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time
of issuance is below market rates. Certain Federal income tax consequences and
special considerations applicable to any such Debt Securities will be described
in the applicable Prospectus Supplement.
If the purchase price of any Debt Securities is payable in one or more
foreign currencies or currency units or if any Debt Securities are denominated
in one or more foreign currencies or currency units or if the principal of,
premium, if any, or interest, if any, on any Debt Securities is payable in one
or more foreign currencies or currency units, the restrictions, elections,
certain Federal income tax considerations, specific terms and other information
with respect to such issue of Debt Securities and such foreign currency or
currency units will be set forth in the applicable Prospectus Supplement.
The general provisions of the Indenture do not afford holders of the Debt
Securities protection in the event of a highly leveraged or other transaction
involving the Company that may adversely affect holders of the Debt Securities.
Any covenants or other provisions included in a supplement or amendment to the
Indenture for the benefit of the holders of any particular series of Debt
Securities will be described in the applicable Prospectus Supplement.
PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
Unless otherwise provided in the applicable Prospectus Supplement, payments
in respect of the Debt Securities will be made in the designated currency at
the office or agency of the Company maintained for that purpose as the Company
may designate from time to time, except that, at the option of the Company,
interest payments, if any, on Debt Securities in registered form may be made
(i) by checks mailed by the Trustee to the holders of Debt Securities entitled
thereto at their registered addresses or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Register.
(Sections 3.7(a) and 9.2 of the Indenture.) Unless otherwise indicated in an
applicable Prospectus Supplement, payment of any installment of interest on
Debt Securities in registered form which is punctually paid or duly provided
for on any interest payment date will be made to the Person in whose name such
Debt Security is registered at the close of business on the regular record date
for such interest (each, a "Regular Record Date"). (Section 3.7(a) of the
Indenture.) Unless otherwise indicated in an applicable Prospectus Supplement,
interest payable on any Debt Security in registered form which is not
punctually paid or duly provided for on any interest payment date will
forthwith cease to be payable to the person in whose name such Debt Security is
registered on the relevant Regular Record Date, and such defaulted interest
will instead be payable to the person in whose name such Debt Security is
registered on the special record date or other specified date determined in
accordance with the Indenture. (Section 3.7(b) of the Indenture.)
6
<PAGE>
Payment in respect of Debt Securities in bearer form will be payable in the
currency and in the manner designated in the Prospectus Supplement, subject to
any applicable laws and regulations, at such paying agencies outside the United
States as the Company may appoint from time to time. The paying agents outside
the United States initially appointed by the Company for a series of Debt
Securities will be named in the Prospectus Supplement. The Company may at any
time designate additional Paying Agents or rescind the designation of any
paying agents, except that, if Securities of a series are issuable as
Registered Securities, the Company will be required to maintain at least one
paying agent in each Place of Payment for such series and, if Securities of a
series are issuable as Bearer Securities, the Company will be required to
maintain a Paying Agent in a Place of Payment outside the United States where
Debt Securities of such series and any coupons appertaining thereto may be
presented and surrendered for payment. (Section 9.2 of the Indenture.)
Unless otherwise provided in the applicable Prospectus Supplement, Debt
Securities in registered form will be transferable or exchangeable at the
agency of the Company maintained for such purpose as designated by the Company
from time to time. (Sections 3.5 and 9.2 of the Indenture.) Debt Securities may
be transferred or exchanged without service charge, other than any tax or other
governmental charge imposed in connection therewith. (Section 3.5 of the
Indenture.)
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the form
of one or more fully registered global securities (a "Registered Global
Security") that will be deposited with a depositary (the "Depositary") or with
a nominee for the Depositary identified in the applicable Prospectus Supplement
and will be registered in the name of the Depositary or a nominee thereof. In
such a case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Debt Securities of the series to be represented
by such Registered Global Security or Securities. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive certificated
form, a Registered Global Security may not be registered for transfer or
exchange except as a whole by the Depositary for such Registered Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary and except in the circumstances described in the
applicable Prospectus Supplement. (Section 3.5 of the Indenture.)
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global
Security will be described in the applicable Prospectus Supplement. The Company
expects that the following provisions will apply to depositary arrangements.
Upon the issuance of any Registered Global Security, and the deposit of such
Registered Global Security with or on behalf of the Depositary for such
Registered Global Security, the Depositary will credit, on its book-entry
registration and transfer system, the respective principal amounts of the Debt
Securities represented by such Registered Global Security to the accounts of
institutions ("participants") that have accounts with the Depositary or its
nominee. The accounts to be credited will be designated by the underwriters or
agents engaging in the distribution of such Debt Securities or by the Company,
if such Debt Securities are offered and sold directly by the Company. Ownership
of beneficial interests in a Registered Global Security will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests by participants in such a Registered Global Security
will be shown on, and the transfer of such beneficial interests will be
effected only through, records maintained by the Depositary for such Registered
Global Security or by its nominee. Ownership of beneficial interests in such a
Registered Global Security by persons that hold through participants will be
shown on, and the transfer of such beneficial interests within such
participants will be effected only through, records maintained by such
participants. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in certificated form. The
foregoing limitations and such laws may impair the ability to own, pledge or
transfer beneficial interests in such Registered Global Securities.
7
<PAGE>
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder
of the Debt Securities represented by such a Registered Global Security for all
purposes under the Indenture. Unless otherwise specified in the applicable
Prospectus Supplement and except as specified below, owners of beneficial
interests in such a Registered Global Security will not be entitled to have
Debt Securities of the series represented by such a Registered Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certificated form and will not be
considered the holders thereof for any purposes under the Indenture. (Section
3.8 of the Indenture.) Accordingly, each person owning a beneficial interest in
such Registered Global Security must rely on the procedures of the Depositary
and, if such person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise any rights of a holder
under the Indenture. The Company understands that, under existing industry
practices, if the Company requests any action of holders or if an owner of a
beneficial interest in such a Registered Global Security desires to give any
notice or take any action a holder is entitled to give or take under the
Indenture, the Depositary would authorize the participants to give such notice
or take such action, and participants would authorize beneficial owners owning
through such participants to give such notice or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Unless otherwise specified in the applicable Prospectus Supplement, payments
with respect to principal, premium, if any, and interest, if any, on Debt
Securities represented by a Registered Global Security registered in the name
of a Depositary or its nominee will be made to such Depositary or its nominee,
as the case may be, as the registered owner of such Registered Global Security.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest in respect of such Registered Global Security, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Registered Global Security as shown on the records of such Depositary.
The Company also expects that payments by participants to owners of beneficial
interests in such Registered Global Security held through such participants
will be governed by standing instructions and customary practices, as is now
the case with the securities held for the accounts of customers registered in
"street names", and will be the responsibility of such participants. None of
the Company, the Trustee or any agent of the Company or the Trustee shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Registered
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. (Section 3.8 of the
Indenture.)
Unless otherwise specified in the applicable Prospectus Supplement, if the
Depositary for any Debt Securities represented by a Registered Global Security
is at any time unwilling or unable to continue as Depositary or ceases to be a
clearing agency registered under the Exchange Act and a successor Depositary is
not appointed by the Company within ninety days, the Company will issue such
Debt Securities in definitive certificated form in exchange for such Registered
Global Security. In addition, the Company may at any time and in its sole
discretion determine not to have any of the Debt Securities of a series
represented by one or more Registered Global Securities and, in such event,
will issue Debt Securities of such series in definitive certificated form in
exchange for all of the Registered Global Security or Securities representing
such Debt Securities. (Section 3.5 of the Indenture.)
The Debt Securities of a series may also be issued in whole or in part in the
form of one or more bearer global securities (a "Bearer Global Security") that
will be deposited with a depositary, or with a nominee for such depositary,
identified in the applicable Prospectus Supplement. Any such Bearer Global
Securities may be issued in temporary or permanent form. (Section 3.4 of the
Indenture.) The specific terms and procedures, including the specific terms of
the depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by one or more Bearer Global Securities will be
described in the applicable Prospectus Supplement.
8
<PAGE>
CONSOLIDATION, MERGER OR SALE BY THE COMPANY
The Indenture provides that the Company may merge or consolidate with or into
any other corporation or sell, convey or otherwise dispose of all or
substantially all of its assets to any person, firm or corporation, if (i) (a)
in the case of a merger or consolidation, the Company is the surviving
corporation or (b) in the case of a merger or consolidation where the Company
is not the surviving corporation and in the case of a sale, conveyance,
transfer or other disposition, the successor corporation is a corporation
organized and existing under the laws of the United States of America or a
State thereof and such corporation expressly assumes by supplemental indenture
all the obligations of the Company under the Debt Securities and any coupons
appertaining thereto and under the Indenture, (ii) immediately after giving
effect to such merger or consolidation, or such sale, conveyance, transfer or
other disposition, no Default or Event of Default shall have occurred and be
continuing and (iii) certain other conditions are met. In the event a successor
corporation assumes the obligations of the Company, such successor corporation
shall succeed to and be substituted for the Company under the Indenture and
under the Debt Securities and any coupons appertaining thereto and all
obligations of the Company shall terminate. (Section 7.1 of the Indenture.)
EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT
The Indenture provides that, if an Event of Default specified therein occurs
with respect to the Debt Securities of any series and is continuing, the
Trustee for such series or the holders of at least 25% in aggregate principal
amount of all of the outstanding Debt Securities of that series, by written
notice to the Company (and to the Trustee for such series, if notice is given
by such holders of Debt Securities), may declare the principal (or, if the Debt
Securities of that series are original issue discount Debt Securities or
indexed Debt Securities, such portion of the principal amount specified in the
Prospectus Supplement) of all the Debt Securities of that series to be due and
payable. However, at any time after a declaration of acceleration with respect
to Debt Securities of any series has been made, but before a judgment or decree
based on such acceleration has been obtained, the holders of a majority in
aggregate principal amount of the outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. (Section
5.2 of the Indenture.)
Events of Default with respect to Debt Securities of any series are defined
in the Indenture as being: default for thirty days in payment of any interest
on any Debt Security of that series or any coupon appertaining thereto or any
additional amount payable with respect to Debt Securities of such series as
specified in the applicable Prospectus Supplement when due; default for ten
days in payment of principal or premium, if any, at maturity or on redemption
or otherwise, or in the making of a mandatory sinking fund payment on any Debt
Securities of that series when due; default for sixty days after notice to the
Company by the Trustee for such series, or by the holders of at least 25% in
aggregate principal amount of the Debt Securities of such series then
outstanding, in the performance of any other agreement in the Debt Securities
of that series, in the Indenture or in any supplemental indenture or board
resolution referred to therein under which the Debt Securities of that series
may have been issued; default resulting in acceleration of other indebtedness
of the Company for borrowed money where the aggregate principal amount so
accelerated exceeds $50 million and such acceleration is not rescinded or
annulled within ten days after the written notice thereof to the Company by the
Trustee or to the Company and the Trustee by the holders of at least 25% in
aggregate principal amount of the Debt Securities of such series then
outstanding, provided that such Event of Default will be cured or waived if the
default that resulted in the acceleration of such other indebtedness is cured
or waived; and certain events of bankruptcy, insolvency or reorganization of
the Company. (Section 5.1 of the Indenture.) Events of Default with respect to
a specified series of Debt Securities may be added to the Indenture and, if so
added, will be described in the applicable Prospectus Supplement. (Sections 3.1
and 5.1(7) of the Indenture.)
The Indenture provides that the Trustee shall, within ninety days after the
occurrence of a Default with respect to Debt Securities of any series, give to
the holders of the Debt Securities of that series notice of all uncured
Defaults known to it; provided that, except in the case of default in payment
on the Debt Securities
9
<PAGE>
of that series, the Trustee may withhold the notice if and so long as a
Responsible Officer (as defined in the Indenture) in good faith determines that
withholding such notice is in the interests of the holders of the Debt
Securities of that series. (Section 6.5 of the Indenture.) "Default" means any
event which is, or after notice or passage of time or both, would be, an Event
of Default. (Section 1.1 of the Indenture.)
The Indenture provides that the holders of a majority in aggregate principal
amount of the Debt Securities of each series affected (with the Debt Securities
of each such series voting as a class) may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee for such
series, or exercising any trust or power conferred on such Trustee, with
respect to the Debt Securities of such series, provided that such direction
shall not be in conflict with any law or the Indenture and subject to certain
other limitations. (Section 5.8 of the Indenture.) The right of any holder of
Debt Securities to institute action for any remedy under the Indenture (except
the right to enforce payment of the principal of, interest on, and premium, if
any, on its Debt Securities when due) is subject to certain conditions
precedent, including a request to the Trustee by the holders of not less than
25% in aggregate principal amount of outstanding Debt Securities of that series
to take action, and an offer to the Trustee of satisfactory indemnification
against liabilities incurred by it in so doing. (Sections 5.9 and 5.10 of the
Indenture.)
The Indenture includes a covenant that the Company will file annually with
the Trustee a certificate as to the Company's compliance with all conditions
and covenants of the Indenture. (Section 9.7 of the Indenture.)
The holders of a majority in aggregate principal amount of any series of Debt
Securities by notice to the Trustee may waive, on behalf of the holders of all
Debt Securities of such series, any past Default or Event of Default with
respect to that series and its consequences except a Default or Event of
Default in the payment of the principal of, premium, if any, or interest, if
any, on any Debt Security and certain other defaults. (Section 5.7 of the
Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee to
enter into one or more supplemental indentures without the consent of the
holders of any of the Debt Securities in order (i) to evidence the succession
of another corporation to the Company and the assumption of the covenants of
the Company by such successor to the Company; (ii) to add to the covenants of
the Company or surrender any right or power of the Company; (iii) to add
additional Events of Default with respect to any series; (iv) to add or change
any provisions to such extent as necessary to permit or facilitate the issuance
of Debt Securities in bearer form; (v) to change or eliminate any provision
affecting Debt Securities not yet issued; (vi) to secure the Debt Securities;
(vii) to establish the form or terms of Debt Securities; (viii) to evidence and
provide for successor Trustees; (ix) if allowed without penalty under
applicable laws and regulations, to permit payment in respect of Debt
Securities in bearer form in the United States; (x) to correct or supplement
any inconsistent provisions or to make any other provisions with respect to
matters or questions arising under the Indenture, provided that such action
does not adversely affect the interests of any holder of Debt Securities of any
series; or (xi) to cure any ambiguity or correct any mistake. (Section 8.1 of
the Indenture.)
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the outstanding Debt Securities of each series affected by such
supplemental indenture (with the Debt Securities of each such series voting as
a class), to execute supplemental indentures adding any provisions to or
changing or eliminating any of the provisions of the Indenture or any
supplemental indenture or modifying the rights of the holders of Debt
Securities of such series, except that no such supplemental indenture may,
without the consent of the holder of each Debt Security so affected, (i) change
the time for payment of principal or interest on any Debt Security; (ii) reduce
the principal of, or any installment of principal of, or interest on any Debt
Security; (iii) reduce the amount of premium, if any, payable upon the
redemption of any Debt Security; (iv) reduce the amount of principal payable
upon acceleration of the maturity of an Original Issue Discount Debt Security;
(v) change the coin
10
<PAGE>
or currency in which any Debt Security or any premium or interest thereon is
payable; (vi) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security; (vii) reduce the percentage in
principal amount of the outstanding Debt Securities of any series the consent
of whose holders is required for modification or amendment of the Indenture or
for waiver of compliance with certain provisions of the Indenture or for waiver
of certain defaults; (viii) change the obligation of the Company to maintain an
office or agency in the places and for the purposes specified in the Indenture;
or (ix) modify the provisions relating to waiver of certain defaults or any of
the foregoing provisions. (Section 8.2 of the Indenture.)
DEFEASANCE AND COVENANT DEFEASANCE
If indicated in the Prospectus Supplement, the Company may elect either (i)
to defease and be discharged from any and all obligations with respect to the
Debt Securities of or within any series (except as otherwise provided in the
Indenture) ("defeasance") or (ii) to be released from its obligations with
respect to certain covenants applicable to the Debt Securities of or within any
series ("covenant defeasance"), upon the deposit with the Trustee (or other
qualifying trustee), in trust for such purpose, of money and/or Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money in an amount sufficient to pay the
principal of and any premium or interest on such Debt Securities to Maturity or
redemption, as the case may be, and any mandatory sinking fund or analogous
payments thereon. As a condition to defeasance or covenant defeasance, the
Company must deliver to the Trustee an Opinion of Counsel to the effect that
the Holders of such Debt Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such Opinion of Counsel, in
the case of defeasance under clause (i) above, must refer to and be based upon
a ruling of the Internal Revenue Service or a change in applicable Federal
income tax law occurring after the date of the Indenture. (Article 4 of the
Indenture.) If indicated in the Prospectus Supplement, in addition to
obligations of the United States or an agency or instrumentality thereof,
Government Obligations may include obligations of the government or an agency
or instrumentality of the government issuing the currency in which Debt
Securities of such series are payable. (Sections 1.1 and 3.1 of the Indenture.)
The Company may exercise its defeasance option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance
option. If the Company exercises its defeasance option, payment of such Debt
Securities may not be accelerated because of a Default or an Event of Default.
If the Company exercises its covenant defeasance option, payment of such Debt
Securities may not be accelerated by reason of a Default or an Event of Default
with respect to the covenants to which such covenant defeasance is applicable.
However, if acceleration were to occur by reason of another Event of Default,
the realizable value at the acceleration date of the money and Government
Obligations in the defeasance trust could be less than the principal and
interest then due on such Debt Securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.
THE TRUSTEE
Morgan Guaranty Trust Company of New York ("Morgan Guaranty") is the Trustee
under the Indenture. It is currently anticipated that Morgan Guaranty will act
as the Warrant Agent under the Warrant Agreements described below. See
"Description of Warrants". The Company and certain of its affiliates currently
have credit lines with and borrow funds from Morgan Guaranty, and in the future
any of the Company and its affiliates may maintain banking and other commercial
relationships with Morgan Guaranty and its affiliates.
11
<PAGE>
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities. Warrants
may be issued together with or separately from any Debt Securities offered by
any Prospectus Supplement and, if issued together with Debt Securities, may be
attached to or separate from such Debt Securities. The Warrants are to be
issued under one or more separate Warrant Agreements (each a "Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as Warrant Agent, all as set forth in the Prospectus Supplement relating to the
particular issue of Warrants. The Warrant Agent will act solely as an agent of
the Company in connection with the Warrants and will not assume any obligation
or relationship of agency or trust for or with any holders of Warrants or
beneficial owners of Warrants. The statements herein relating to the Warrants
and the Warrant Agreements are summaries and are subject to the detailed
provisions of the Warrant Agreements. A form of Warrant Agreement for Warrants
Sold Attached to Debt Securities and a form of Warrant Agreement for Warrants
Sold Alone are filed as exhibits to the Registration Statement. The following
summaries of certain provisions of the forms of Warrant Agreement do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Warrant Agreements.
GENERAL
If Warrants are offered, reference is made to the Prospectus Supplement which
accompanies this Prospectus for a description of the specific terms of the
Warrants being offered thereby, including (i) the specific designation and
aggregate number of such Warrants, (ii) the offering price and the currency or
currency units for which Warrants may be purchased, (iii) the designation,
aggregate principal amount, currency or currency units and terms of the Debt
Securities purchasable upon exercise of the Warrants, (iv) if applicable, the
designation and terms of the Debt Securities with which the Warrants are issued
and the number of Warrants issued with the minimum denomination of each such
Debt Security, (v) if applicable, the date on and after which the Warrants and
the related Debt Securities will be separately transferable, (vi) the principal
amount of Debt Securities purchasable upon exercise of one Warrant and the
price or the manner of determining the price and currency or currency units or
other consideration (which may include Debt Securities) for which such
principal amount of Debt Securities may be purchased upon such exercise, (vii)
the date on which the right to exercise the Warrants shall commence and the
date on which such right shall expire (the "Expiration Date"), (viii) the terms
of any mandatory or optional redemption by the Company, (ix) any special
Federal income tax consequences, (x) whether the certificates for Warrants will
be issued in registered or unregistered form, and (xi) any other special terms
pertaining to such Warrants. Unless otherwise specified in the applicable
Prospectus Supplement, the Warrants will not be listed on any securities
exchange.
Warrant certificates may be exchanged for new Warrant certificates of
different denominations, may (if in registered form) be presented for
registration of transfer and exchange and may be exercised at an office or
agency of the Warrant Agent maintained for that purpose (the "Warrant Agent
Office"). No service charge will be made for any transfer or exchange of
Warrant certificates, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
(Sections 6 and 11 of the Warrant Agreements.) Prior to the exercise of their
Warrants, holders of Warrants will not have any of the rights of holders of the
Debt Securities purchasable upon such exercise, including the right to receive
payments of principal of, premium, if any, or interest, if any, on the Debt
Securities purchasable upon such exercise or to enforce covenants in the
Indenture. (Section 24 of the Warrant Agreements.)
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities at such exercise price, for such consideration and during such
period or periods as shall in each case be set forth in, or calculable from,
the Prospectus Supplement relating to the Warrants. Warrants may be exercised
at any time during such period up to 5:00 P.M. New York City time on the
Expiration Date set forth in the
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Prospectus Supplement relating to such Warrants. After the close of business on
the Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Warrants will become void. (Section 8 of
the Warrant Agreements.)
Warrants may be exercised by delivery to the Warrant Agent of payment as
provided in the Prospectus Supplement of the applicable amount required to
purchase the Debt Securities purchasable upon such exercise together with
certain information set forth on the reverse side of the Warrant certificate.
Unless otherwise provided in the Prospectus Supplement, upon receipt of such
payment and the Warrant certificate properly completed and duly executed at the
Warrant Agent Office or any other office or agency indicated in the Prospectus
Supplement, the Company will, as soon as practicable, issue and deliver the
Debt Securities purchasable upon such exercise. If fewer than all of the
Warrants represented by such Warrant certificate are exercised, a new Warrant
certificate will be issued for the amount of unexercised Warrants. (Section 9
of the Warrant Agreements.)
MODIFICATION OF WARRANT AGREEMENTS
The Warrant Agreements contain provisions permitting the Company and the
relevant Warrant Agent, without the consent of any Warrantholder, to supplement
or amend the relevant Warrant Agreement in order to cure any ambiguity, and to
correct or supplement any provision contained therein which may be defective or
inconsistent with any other provisions or to make other provisions in regard to
matters or questions arising thereunder which the Company and such Warrant
Agent may deem necessary or desirable and which do not adversely affect the
interests of the Warrantholders. (Section 19 of the Warrant Agreements.)
PLAN OF DISTRIBUTION
The Company may sell any of the Securities being offered hereby in any one or
more of the following ways from time to time: (i) through agents; (ii) to or
through underwriters; (iii) through dealers; and (iv) directly by the Company
to purchasers.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Offers to purchase Securities may be solicited by agents designated by the
Company from time to time. Any such agent involved in the offer or sale of the
Securities in respect of which this Prospectus is delivered will be named, and
any commissions payable by the Company to such agent will be set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment. Any such agent may be deemed to be an underwriter,
as that term is defined in the Securities Act, of the Securities so offered and
sold.
If an underwriter or underwriters are utilized in the sale of any Securities,
the Company will enter into an underwriting agreement with an underwriter or
underwriters at the time an agreement for such sale is reached, and the names
of the specific managing underwriter or underwriters, as well as any other
underwriters, and the terms of the transaction, including commissions,
discounts and any other compensation of the underwriters and dealers, if any,
will be set forth in the Prospectus Supplement which will be used by the
underwriters to make resales of such Securities to the public. If underwriters
are utilized in the sale of any of the Securities in respect of which this
Prospectus is delivered, such Securities will be acquired by the underwriters
for their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at fixed public offering
prices or at varying prices determined by the underwriters at the time of sale.
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by one or more underwriters.
If any underwriter or underwriters are utilized in the sale of any of the
Securities, unless otherwise indicated in the Prospectus
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Supplement, the underwriting agreement will provide that the obligations of the
underwriters are subject to certain conditions precedent and that the
underwriters with respect to a sale of Securities will be obligated to purchase
all such Securities if any are purchased.
If a dealer is utilized in the sale of any of the Securities in respect of
which the Prospectus is delivered, the Company will sell such Securities to the
dealer as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale. Any
such dealer may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the Securities so offered and sold. The name of the dealer
and the terms of the transaction will be set forth in the Prospectus Supplement
relating thereto.
Offers to purchase Securities may be solicited directly by the Company and
the sale thereof may be made by the Company directly to institutional investors
or others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof. The terms of any such sales
will be described in the Prospectus Supplement relating thereto.
Agents, underwriters and dealers may be entitled under relevant agreements to
indemnification or contribution by the Company against certain liabilities,
including liabilities under the Securities Act.
Agents, underwriters and dealers may be customers of, engage in transactions
with, or perform services for, the Company and its subsidiaries in the ordinary
course of business.
Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one or
more firms ("remarketing firms"), acting as principals for their own accounts
or as agents for the Company. Any remarketing firm will be identified and the
terms of its agreement, if any, with the Company and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be deemed to be
underwriters, as that term is defined in the Securities Act, in connection with
the Securities remarketed thereby. Remarketing firms may be entitled under
agreements which may be entered into with the Company to indemnification or
contribution by the Company against certain civil liabilities, including
liabilities under the Securities Act, and may be customers of, engage in
transactions with or perform services for the Company in the ordinary course of
business.
If so indicated in the applicable Prospectus Supplement, the Company may
authorize agents, underwriters or dealers to solicit offers by certain
institutions to purchase Securities from the Company at the public offering
prices set forth in the applicable Prospectus Supplement pursuant to delayed
delivery contracts ("Contracts") providing for payment and delivery on a
specified date or dates. A commission indicated in the applicable Prospectus
Supplement will be paid to underwriters and agents soliciting purchases of
Securities pursuant to Contracts accepted by the Company.
LEGAL OPINIONS
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of the Debt Securities and Warrants offered hereby will be passed upon
for the Company by Debevoise & Plimpton, 875 Third Avenue, New York, New York
10022, and for any agents, underwriters or dealers by Shearman & Sterling, 599
Lexington Avenue, New York, New York 10022. Shearman & Sterling from time to
time represents the Company with respect to certain legal matters.
EXPERTS
The consolidated financial statements and schedules of the Company appearing
in the Company's Annual Report (Form 10-K) for the year ended December 31, 1992
have been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
offering described in this Registration Statement. All amounts are estimated
except the registration fee.
<TABLE>
<S> <C>
Registration Fee................................................... $172,414
Indenture Trustee Fees............................................. $ *
Warrant Agent Fees................................................. $ *
Printing Costs for Registration Statement, Prospectus and related
documents.......................................................... $ *
Accounting Fees and Expenses....................................... $ *
Legal Fees and Expenses............................................ $ *
Blue Sky Fees and Expenses......................................... $ 22,500
Miscellaneous...................................................... $ *
--------
Total............................................................ $ *
========
</TABLE>
--------
* Information to be added by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended, provides in
regard to indemnification of directors and officers as follows:
(S) 145. Indemnification of officers, directors, employees and agents;
insurance
A. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
B. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification
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shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
C. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
D. Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
E. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
F. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
G. A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this section.
H. For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
I. For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any
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<PAGE>
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
J. The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Article VII of the Company's By-Laws provides in regard to indemnification of
directors and officers as follows:
Section 1. Nature of Indemnity. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is
or was or has agreed to become a director or officer of the corporation, or
is or was serving or has agreed to serve at the request of the corporation
as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, and may indemnify any person
who was or is a party or is threatened to be made a party to such an action
by reason of the fact that he is or was or has agreed to become an employee
or agent of the corporation, or is or was serving or has agreed to serve at
the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom,
if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful; except that in the case of an action or suit by or in
the right of the corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or
settlement of such action or suit, and (2) no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall
deem proper.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
Section 2. Successful Defense. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Section 1 hereof or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
Section 3. Determination That Indemnification Is Proper. Any
indemnification of a director or officer of the corporation under Section 1
hereof (unless ordered by a court) shall be made by the
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<PAGE>
corporation unless a determination is made that indemnification of the
director or officer is not proper in the circumstances because he has not
met the applicable standard of conduct set forth in Section 1 hereof. Any
indemnification of an employee or agent of the corporation under Section 1
hereof (unless ordered by a court) may be made by the corporation upon a
determination that indemnification of the employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Section 1 hereof. Any such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(3) by the stockholders.
Section 4. Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director
or officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized in
this Article. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any,
as the board of directors deems appropriate. The board of directors may
authorize the corporation's counsel to represent a director, officer,
employee or agent in any action, suit or proceeding, whether or not the
corporation is a party to such action, suit or proceeding.
Section 5. Procedure for Indemnification of Directors or Officers. Any
indemnification of a director or officer of the corporation under Sections
1 and 2, or advance of costs, charges and expenses of a director or officer
under Section 4 of this Article, shall be made promptly, and in any event
within 60 days, upon the written request of the director or officer. If the
corporation fails to respond within 60 days, then the request for
indemnification shall be deemed to be approved. The right to
indemnification or advances as granted by this Article shall be enforceable
by the director or officer in any court of competent jurisdiction if the
corporation denies such request, in whole or in part. Such person's costs
and expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action shall
also be indemnified by the corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the advance of
costs, charges and expenses under Section 4 of this Article where the
required undertaking, if any, has been received by the corporation) that
the claimant has not met the standard of conduct set forth in Section 1 of
this Article, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its board of
directors, its independent legal counsel, and its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he
has met the applicable standard of conduct set forth in Section 1 of this
Article, nor the fact that there has been an actual determination by the
corporation (including its board of directors, its independent legal
counsel, and its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of
conduct.
Section 6. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
corporation and each director, officer, employee and agent who serves in
such capacity at any time while these provisions as well as the relevant
provisions of the Delaware Corporation Law are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any
action, suit, or proceeding previously or thereafter brought or threatened
based in whole or in part upon any such state of facts. Such a "contract
right" may not be modified retroactively without the consent of such
director, officer, employee or agent.
The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or
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<PAGE>
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 7. Insurance. The corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the corporation, or is or was serving at the request
of the corporation as director or officer of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him or on his behalf in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this Article, provided that such insurance is
available on acceptable terms, which determination shall be made by a vote
of a majority of the entire board of directors.
Section 8. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the corporation as to costs, charges
and expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or
in the right of the corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and
to the full extent permitted by applicable law.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the following
matters:
* * * *
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director: (i) For any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under section 174 of this
Title; or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. All references in this paragraph to
a director shall also be deemed to refer to a member of the governing body
of a corporation which is not authorized to issue capital stock.
Article Ninth of the Company's Certificate of Incorporation provides in
regard to the limitation of liability of directors and officers as follows:
NINTH: No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper
personal benefit.
The Company's directors and officers are also insured against claims arising
out of the performance of their duties in such capacities.
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<PAGE>
Reference is made to Section 6 of the forms of Underwriting Agreements filed
as Exhibits 1(a) and 1(b) to Registration Statement Number 33-46325 and
incorporated herein by reference and to Section 7 of the form of Distribution
Agreement filed as Exhibit 1(c) to Registration Statement Number 33-46325 and
incorporated herein by reference for the Company's and the Underwriters' and
the Company's and the Agent's respective proposed agreements to indemnify each
other, and to provide contribution in circumstances where indemnification is
unavailable.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- ---------------------------------------------------------------
<C> <S>
1(a) Form of Underwriting Agreement for Debt Securities, filed as
Exhibit 1(a) to Registration Statement Number 33-46325 and
incorporated herein by reference.
1(b) Form of Underwriting Agreement for Debt Securities and Warrants
to Purchase Debt Securities, filed as Exhibit 1(b) to
Registration Statement Number 33-46325 and incorporated herein
by reference.
1(c) Form of Distribution Agreement, filed as Exhibit 1(c) to
Registration Statement Number
33-46325 and incorporated herein by reference.
4(a) Form of Indenture, dated as of March 1, 1992, between AMR
Corporation and Morgan Guaranty Trust Company of New York,
Trustee, relating to Debt Securities, filed as Exhibit 4(a) to
Registration Statement Number 33-46325 and incorporated herein
by reference./1/
4(b) Form of Warrant Agreement for Warrants Sold Attached to Debt
Securities, filed as Exhibit 4(b) to Registration Statement
Number 33-39407 and incorporated herein by reference.
4(c) Form of Warrant Sold Attached to Debt Securities (included in
Exhibit 4(b) to Registration Statement Number 33-39407 and
incorporated herein by reference).
4(d) Form of Warrant Agreement for Warrants Sold Alone, filed as
Exhibit 4(d) to Registration Statement Number 33-39407 and
incorporated herein by reference.
4(e) Form of Warrant Sold Alone (included in Exhibit 4(d) to
Registration Statement Number 33-39407 and incorporated herein
by reference).
4(f) Supplemental Indenture No. 1, dated July 1, 1992, from AMR
Corporation to Morgan Guaranty Trust Company of New York, as
Trustee, including Form of 6 1/4% Note due July 1, 1995 as
Exhibit A thereto, filed as Exhibit 2 to Form 8-K, dated July
1, 1992, and incorporated herein by reference.
4(g) Supplemental Indenture No. 2, dated July 29, 1992, from AMR
Corporation to Morgan Guaranty Trust Company of New York, as
Trustee, including Form of 9% Debenture due August 1, 2012 as
Exhibit A thereto, filed as Exhibit 4 to Form 8-K, dated July
29, 1992, and incorporated herein by reference.
4(h) Supplemental Indenture No. 3, dated December 14, 1992, from AMR
Corporation to Morgan Guaranty Trust Company of New York, as
Trustee, including Form of 7 3/4% Note due December 1, 1997 as
Exhibit A thereto, filed as Exhibit 4 to Form 8-K, dated
December 14, 1992, and incorporated herein by reference.
5 Opinion of Debevoise & Plimpton, counsel for the Company.
12 Computation of Ratio of Earnings to Fixed Charges of the
Company.
23(a) Consent of Ernst & Young.
23(b) Consent of Debevoise & Plimpton (included in Exhibit 5).
24 Powers of Attorney.
25 Statement of Eligibility of Trustee on Form T-1.
</TABLE>
- --------
1. The form or forms of Debt Securities with respect to each particular
offering of Debt Securities hereunder will be filed as an exhibit to a
report on Form 8-K and incorporated herein by reference.
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<PAGE>
ITEM 17. UNDERTAKINGS.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Competitive Bids.
The undersigned registrant hereby undertakes (1) to use its best efforts to
distribute prior to the opening of bids, to prospective bidders, underwriters,
and dealers, a reasonable number of copies of a prospectus which at that time
meets the requirements of section 10(a) of the Securities Act, and relating to
the securities offered at competitive bidding, as contained in this
Registration Statement, together with any supplements thereto, and (2) to file
an amendment to this Registration Statement reflecting the results of bidding,
the terms of the reoffering and related matters to the extent required by the
applicable form, not later than the first use, authorized by the issuer after
the opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by
the issuer and no reoffering of such securities by the purchasers is proposed
to be made.
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<PAGE>
(d) Acceleration of Effectiveness.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMR CORPORATION
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
APPLICABLE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF FORT WORTH, STATE OF TEXAS, ON THIS 1ST DAY OF
FEBRUARY, 1994.
AMR Corporation
/s/ Anne H. McNamara
By __________________________________
ANNE H. MCNAMARA
SENIOR VICE PRESIDENT AND GENERAL
COUNSEL
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
SIGNATURES TITLE
Robert L. Crandall Chairman of the Board,
President and Chief
Executive Officer;
Director (Principal
Executive Officer)
Donald J. Carty Executive Vice President
and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
Howard P. Allen Director
Edward A. Brennan Director
Christopher F. Edley Director By /s/ Anne H. McNamara
----------------------
Antonio Luis Ferre Director
(ANNE H. MCNAMARA
ATTORNEY-IN-FACT)
Charles T. Fisher, III Director
Dee J. Kelly Director Date: February 1, 1994
William Lyon Director
Ann D. McLaughlin Director
Charles H. Pistor, Jr. Director
Joe M. Rodgers Director
Maurice Segall Director
Eugene F. Williams, Jr. Director
II-9
<PAGE>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT PAGE
<TABLE> NO.
<C> <S>
1(a) --Form of Underwriting Agreement for Debt Securities, filed as
Exhibit 1(a) to Registration Statement Number 33-46325 and
incorporated herein by reference.
1(b) --Form of Underwriting Agreement for Debt Securities and Warrants
to Purchase debt Securities, filed as Exhibit 1(b) to Registration
Statement Number 33-46325 and incorporated herein by reference.
1(c) --Form of Distribution Agreement, filed as Exhibit 1(c) to
Registration Statement Number 33-46325 and incorporated herein by
reference.
4(a) --Form of Indenture, dated as of March 1, 1992, between AMR
Corporation and Morgan Guaranty Trust Company of New York,
Trustee, relating to Debt Securities, filed as Exhibit 4(a) to
Registration Statement Number 33-46325 and incorporated herein by
reference.*
4(b) --Form of Warrant Agreement for Warrants Sold Attached to Debt
Securities, filed as Exhibit 4(b) to Registration Statement Number
33-39407 and incorporated herein by reference.
4(c) --Form of Warrant Sold Attached to Debt Securities (included in
Exhibit 4(b) to Registration Statement Number 33-39407 and
incorporated herein by reference).
4(d) --Form of Warrant Agreement for Warrants Sold Alone, filed as
Exhibit 4(d) to Registration Statement Number 33-39407 and
incorporated herein by reference.
4(e) --Form of Warrant Sold Alone (included in Exhibit 4(d) to
Registration Statement Number 33-39407 and incorporated herein by
reference).
4(f) --Supplemental Indenture No. 1, dated July 1, 1992, from AMR
Corporation to Morgan Guaranty Trust Company of New York, as
Trustee, including Form of 6 1/4% Note due July 1, 1995 as Exhibit
A thereto, filed as Exhibit 2 to Form 8-K, dated July 1, 1992, and
incorporated herein by reference.
4(g) --Supplemental Indenture No. 2, dated July 29, 1992, from AMR
Corporation to Morgan Guaranty Trust Company of New York, as
Trustee, including Form of 9% Debenture due August 1, 2012 as
Exhibit A thereto, filed as Exhibit 4 to Form 8-K, dated July 29,
1992, and incorporated herein by reference.
4(h) --Supplemental Indenture No. 3, dated December 14, 1992, from AMR
Corporation to Morgan Guaranty Trust Company of New York, as
Trustee, including Form of 7 3/4% Note due December 1, 1997 as
Exhibit A thereto, filed as Exhibit 4 to Form 8-K, dated December
14, 1992, and incorporated herein by reference.
5 --Opinion of Debevoise & Plimpton, counsel for the Company.
12 --Computation of Ratio of Earnings to Fixed Charges of the Company.
23(a) --Consent of Ernst & Young.
23(b) --Consent of Debevoise & Plimpton (included in Exhibit 5).
24 --Powers of Attorney.
25 --Statement of Eligibility of Trustee on Form T-1.
</TABLE>
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* The form or forms of Debt Securities with respect to each particular offering
of Debt Securities hereunder will be filed as an exhibit to a report on Form
8-K and incorporated herein by reference.
<PAGE>
Exhibit 5
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
February 2, 1994
AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport,
Texas 75261-9616
AMR Corporation
Registration Statement on Form S-3
(filed February 2, 1994)
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to AMR Corporation, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of the Company's Registration Statement (filed
February 2, 1994) on Form S-3 (the "Registration Statement"), and the prospectus
included therein (the "Prospectus"), relating to the proposed issuance from time
to time of (a) debt securities ("Debt Securities") in one or more series in an
aggregate principal amount of not more than $500,000,000 (or (i) its equivalent
(based on the applicable exchange rate at the time of sale), if Debt Securities
are issued with principal amounts denominated in one or more foreign or
composite currencies as shall be designated by the Company, or (ii) such greater
amount, if Debt Securities are issued at an original issue discount, as shall
result in aggregate proceeds of not more than U.S. $500,000,000 to the Company)
under an Indenture, dated as of March 1, 1992 (the "Indenture"), from the
Company to Morgan Guaranty Trust Company of New York, as Trustee, and (b)
warrants ("Warrants") for the purchase of Debt Securities under one or more
Warrant Agreements to be executed substantially in the form of Exhibit 4(b) or
4(d) to the Registration Statement (each, a "Warrant Agreement").
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below.
<PAGE>
AMR Corporation 2 February 2,1994
Based on the foregoing, we are of the following
opinion:
1. The Company is validly existing as a corporation in good
standing under the laws of the State of Delaware.
2. When (a) the issuance, execution and delivery by the Company
of any of the Debt Securities shall have been duly authorized by all
necessary corporate action of the Company and (b) such Debt Securities
shall have been duly executed and delivered by the Company,
authenticated by the Trustee and sold as contemplated by each of the
Registration Statement, the Prospectus, the supplement or supplements
to the Prospectus relating to such Debt Securities and the Indenture
and, if issued upon the exercise of any Warrants, as contemplated by
the terms thereof and of the Warrant Agreement relating thereto,
assuming that the terms of such Debt Securities are in compliance with
then applicable law, such Debt Securities will be validly issued and
will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except
as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights
of creditors generally and by general principles of equity.
3. When (a) the issuance, execution and delivery by the Company
of any of the Warrants shall have been duly authorized by all
necessary corporate action of the Company, (b) the Warrant Agreement
relating thereto shall have been executed and delivered by the
respective parties thereto and (c) such Warrants shall have been duly
executed and delivered by the Company, countersigned by the Warrant
Agent and sold as contemplated by each of the Registration Statement,
the Prospectus, the supplement or supplements to the Prospectus
relating to such Warrants and the Warrant Agreement relating thereto,
assuming that the terms of such Warrants are in compliance with then
applicable law, such Warrants will be validly issued and will be
enforceable against the Company in accordance with their terms, except
as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or
<PAGE>
AMR Corporation 3 February 2,1994
similar laws affecting the rights of creditors
generally and by general principles of equity.
Our opinion expressed above is limited to the federal laws of the
United States of America, the laws of the State of New York and the
corporate laws of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the
heading "Legal Opinions" in the Prospectus. In giving such consent,
we do not thereby concede that we are within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
------------------------
Debevoise & Plimpton
<PAGE>
EXHIBIT 12
AMR CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------- -----------------
1988 1989 1990 1991 1992 1992 1993
------ ------ ----- ------ ------ ---------- ------
(IN MILLIONS OF DOLLARS) (RESTATED)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Earnings (loss) before
income taxes,
extraordinary loss and
accumulative effect of
accounting changes...... $ 741 $ 719 $(34) $(340) $(697) $(394) $ 274
Add: Total fixed charges
(per below)............. 455 552 734 1,028 1,285 961 1,014
Less: Interest capital-
ized.................... 24 65 116 159 101 81 41
------ ------ ----- ------ ------ ------ ------
Total earnings......... $1,172 $1,206 $ 584 $ 529 $ 487 $ 486 $1,247
------ ------ ----- ------ ------ ------ ------
Fixed charges:
Interest................. $ 233 $ 239 $ 338 $ 508 $ 651 $ 481 $ 507
Portion of rental expense
representative of the
interest factor......... 221 311 394 513 627 475 501
Amortization of debt ex-
pense................... 1 2 2 7 7 5 6
------ ------ ----- ------ ------ ------ ------
Total fixed charges.... $ 455 $ 552 $ 734 $1,028 $1,285 $ 961 $1,014
------ ------ ----- ------ ------ ------ ------
Ratio of earnings to fixed
charges................... 2.57 2.18 -- -- -- -- 1.23
====== ====== ----- ------ ------ ------ ======
Coverage deficiency........ $ 150 $ 499 $ 798 $ 475
===== ====== ====== ======
</TABLE>
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of AMR Corporation for
the registration of $500,000,000 of its Debt Securities and Warrants to
Purchase Debt Securities and to the incorporation by reference of our report
dated February 11, 1993 with respect to the consolidated financial statements
and schedules of AMR Corporation included in its Annual Report (Form 10-K), for
the year ended December 31, 1992, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG
ERNST & YOUNG
Dallas, Texas
January 31, 1994
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
The undersigned, Chairman of the Board, President and Chief Executive
Officer of AMR Corporation, a Delaware corporation (the "Corporation"), does
hereby constitute and appoint Donald J. Carty, Anne H. McNamara, Michael J.
Durham and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of
<PAGE>
Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof. Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Robert L. Crandall
--------------------------
Robert L. Crandall
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
-----------------
The undersigned, Executive Vice President and Chief Financial Officer
of AMR Corporation, a Delaware corporation (the "Corporation"), does hereby
constitute and appoint Anne H. McNamara, Michael J. Durham and Charles D.
MarLett, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution, to execute and deliver in his name and on his
behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Donald J. Carty
-------------------------
Donald J. Carty
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Howard P. Allen
-------------------------
Howard P. Allen
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.4
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Edward A. Brennan
---------------------------
Edward A. Brennan
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.5
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Christopher F. Edley
------------------------------
Christopher F. Edley
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.6
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Antonio Luis Ferre
---------------------------
Antonio Luis Ferre
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.7
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Charles T. Fisher, III
--------------------------------
Charles T. Fisher, III
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.8
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Dee J. Kelly
----------------------
Dee J. Kelly
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.9
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
William Lyon
----------------------
William Lyon
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.10
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as her
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in her name and on her behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as her own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Ann D. McLaughlin
---------------------------
Ann D. McLaughlin
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.11
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Charles H. Pistor, Jr.
--------------------------------
Charles H. Pistor, Jr.
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.12
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Joe M. Rodgers
------------------------
Joe M. Rodgers
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.13
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Maurice Segall
------------------------
Maurice Segall
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
EXHIBIT 24.14
POWER OF ATTORNEY
-----------------
The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Donald J. Carty, Anne H.
McNamara, Michael J. Durham and Charles D. MarLett, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution,
to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), up to U.S.
$500,000,000 (or the equivalent of U.S. $500,000,000, based on the
applicable exchange rate at the time of sale, in such foreign currency
or composite currencies as shall be designated by the Corporation) in
aggregate principal amount of debt securities of the Corporation or
such greater amount, if any such debt securities are issued at an
original issue discount, as shall result in aggregate proceeds of U.S.
$500,000,000 to the Corporation (the "Debt Securities") and warrants
(the "Warrants") to purchase such Debt Securities, such Debt
Securities and/or Warrants to be issued from time to time on terms to
be established in each case by or pursuant to resolutions of the Board
of Directors of the Corporation or any duly authorized committee
thereof; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the issuance
of the Debt Securities or Warrants which such attorneys-in-fact and agents, or
any one of them, deem necessary or advisable to enable the Corporation to comply
with (a) the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any thereof, (b)
the securities or Blue Sky laws of any state or other governmental subdivision
of the United States of America and (c) the securities or similar applicable
laws of Canada, Mexico and any other foreign jurisdiction; and the
<PAGE>
undersigned does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or cause to be
done by virtue hereof. Each one of such attorneys-in-fact and agents shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this
power of attorney this 19th day of January, 1994.
Eugene F. Williams, Jr.
---------------------------------
Eugene F. Williams, Jr.
Witness:
Charles D. MarLett
- ----------------------------
Charles D. MarLett
2
<PAGE>
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5123346
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
60 Wall Street, New York, NY 10260
(Address of principal executive offices) (Zip Code)
-----------
Sharon W. Lindsay, Esq.
Morgan Guaranty Trust Company of New York
60 Wall Street, 39th Floor
New York, NY 10260
(212) 648-3393
(Name, address and telephone number of agent for service)
-------------
AMR Corporation
(Exact name of obligor as specified in its charter)
Delaware 75-1825172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616
(Address of principal executive offices) (Zip Code)
-------------
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee --
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, DC
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Charter of Morgan Guaranty Company of New York, as amended
to date (which among other things grants to Morgan Guaranty
Trust Company of New York the authority to commence
business and exercise corporate trust powers), incorporated
herein by referance to Exhibit 1 of Form T-1, Registration
No. 33-63794.
Exhibit 2. Contained in Exhibit 1.
Exhibit 3. Contained in Exhibit 1.
Exhibit 4. By-Laws of Morgan Guaranty Trust Company of New York, as
amended to date, incorporated herein by reference to
Exhibit 4 of Form T-1, Registration No. 33-63794.
Exhibit 5. Not applicable.
Exhibit 6. Consent of Morgan Guaranty Trust Company of New York
required by Section 321(b) of the Act, incorporated herein
by reference to Exhibit 3 of Form T-1, Registration No.
33-66344.
Exhibit 7. Report of Condition of Morgan Guaranty Trust Company of New
York as of the close of business on September 30, 1993,
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Morgan Guaranty Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State fo New York,
on the 31st day of January, 1994.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Cheryl Petti
----------------
Cheryl Petti
Associate
<PAGE>
Exhibit 7 to Form T-1
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, AND FOREIGN AND DOMESTIC SUBSIDIARIES
Consolidated Report of Condition at the close of business
September 30, 1993
A state banking institution organized and operating under the banking laws of
this state and a member of Reserve District No. 2 of the Federal Reserve
System. This report is published in accordance with a call made by the State
Banking Authority and by the Federal Reserve Bank of this District.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN THOUSANDS
ASSETS --------------
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin............ $ 2,220,259
Interest-bearing balances..................................... 2,169,097
Securities..................................................... 15,408,559
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds sold............................................ 2,306,238
Securities purchased under agreements to resell............... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income...........$32,936,683
Less: Allowance for loan and lease losses............1,056,620
Loans and leases, net of unearned income and allowance......... 31,880,063
Assets held in trading accounts................................ 25,786,257
Premises and fixed assets (including capitalized leases)....... 1,769,830
Other real estate owned........................................ 7,787
Investments in unconsolidated subsidiaries and associated com-
panies........................................................ 91,084
Customers' liability to this bank on acceptances outstanding... 634,416
Intangible assets.............................................. 3,096
Other assets................................................... 21,157,245
------------
Total assets.................................................. $103,433,931
============
LIABILITIES
Deposits:
In domestic offices........................................... $ 7,987,943
Noninterest-bearing...............................$ 6,200,548
Interest-bearing....................................1,787,395
In foreign offices, Edge and Agreement subsidiaries, and IBFs. 31,624,071
Noninterest-bearing...................................910,595
Interest-bearing...................................30,713,476
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased....................................... 3,055,441
Securities sold under agreements to repurchase................ 8,810,150
Other borrowed money........................................... 23,988,521
Mortgage indebtedness and obligations under capitalized leases. 14,201
Bank's liability on acceptances executed and outstanding....... 640,986
Notes and debentures subordinated to deposits.................. 2,435,424
Other liabilities.............................................. 19,037,093
------------
Total liabilities............................................. 97,593,830
------------
EQUITY CAPITAL
Common stock................................................... 250,000
Surplus........................................................ 2,124,745
Undivided profits and capital reserves......................... 3,468,306
Cumulative foreign currency translation adjustments............ (2,950)
------------
Total equity capital.......................................... 5,840,101
------------
Total liabilities and equity capital.......................... $103,433,931
============
</TABLE>
I, Edward F. Murphy, Senior Vice President of the above named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
the State Banking Authority and is true to the best of my knowledge and belief.
EDWARD F. MURPHY
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the State
Banking Authority and is true and correct.
DENNIS WEATHERSTONE
DOUGLAS A. WARNER III
KURT F. VIERMETZ
Directors
