<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 1994.
REGISTRATION NO. 33-52121
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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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<TABLE>
<CAPTION>
(Name, address, including zip code, and telephone number,
including area code, of agents for service) Copy to:
<S> <C> <C>
Anne H. McNamara, Esq. John B. Brady, Jr., Esq. Rohan S. Weerasinghe, Esq.
Senior Vice President and Debevoise & Plimpton Shearman & Sterling
General Counsel 875 Third Avenue 599 Lexington Avenue
AMR Corporation New York, New York 10022 New York, New York 10022
P.O. Box 619616 (212) 909-6000 (212) 848-4000
Dallas/Fort Worth Airport,
Texas
75261-9616
(817) 963-1234
</TABLE>
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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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<PAGE>
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 February 9, 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).
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<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,
------------------------ -------------------
1988 1989 1990 1991 1992 1992 1993
---- ---- ---- ---- ---- -------- ---------
<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.)
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<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.
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<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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<PAGE>
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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<PAGE>
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 Amendment No. 1 to the Registration Statement. All
amounts are estimated except the registration fee.
<TABLE>
<S> <C>
Registration Fee................................................... $172,414
Indenture Trustee Fees............................................. $ 15,000
Warrant Agent Fees................................................. $ 4,000
Printing Costs for Registration Statement, Prospectus and related $100,000
documents..........................................................
Accounting Fees and Expenses....................................... $120,000
Legal Fees and Expenses............................................ $450,000
Blue Sky Fees and Expenses......................................... $ 22,500
Miscellaneous...................................................... $ 25,000
--------
Total............................................................ $908,914
========
</TABLE>
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.*
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.
</TABLE>
- --------
* 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.
** Previously filed.
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- ---------------------------------------------------------------
<C> <S>
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>
- --------
* 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.
** Previously filed.
II-2
<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
AMENDMENT NO. 1 TO THE 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 9TH 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 AMENDMENT
NO. 1 TO THE 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 ----------------------
Charles T. Fisher, III Director (ANNE H. MCNAMARA
ATTORNEY-IN-FACT)
Dee J. Kelly Director
William Lyon Director
Ann D. McLaughlin Director Date: February 9, 1994
Charles H. Pistor, Jr. Director
Joe M. Rodgers Director
Maurice Segall Director
Eugene F. Williams, Jr. Director
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF DOCUMENT NO.
- ------- ----------------------- ----
<C> <S> <C>
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>
- --------
* 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.
** Previously filed.
