<PAGE>
As filed with the Securities and Exchange Commission on January 6, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------
AMR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-1825172
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
(Address of Principal Executive Offices)
AMR CORPORATION
PILOTS STOCK OPTION PLAN
(Full Title of Plan)
--------
Anne H. McNamara, Esq.
Senior Vice President and General Counsel
AMR Corporation
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
(817) 963-1234
(Name and Address including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Proposed
Title of Securities Amount Maximum Proposed Amount of
to be to be Offering Price per Maximum Aggregate Registration
Registered Registered(1) Share(2) Offering Price (1)(2) Fee(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 5,750,000 shares $86.44 $497,030,000 $150,615
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may be issuable by reason of operation of anti-dilution
provisions of the Pilots Stock Option Plan described herein.
(2) Calculated pursuant to Rule 457(h), based on the average of the high
and low prices of AMR Corporation Common Stock on January 3, 1997,
as reported in a summary of composite transactions for securities
listed on the New York Stock Exchange.
<PAGE>
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
1 of Form S-8.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
registration statement.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(2) The Registrant's Quarterly Report on Form 10-Q, as amended by the
Registrant's Amendment to Quarterly Report on Form 10-Q/A, for the quarter
ended March 31, 1996 filed with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(3) The Registrant's Current Report on Form 8-K filed with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on April
17, 1996.
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act.
(5) The Registrant's Current Report on Form 8-K filed with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on July
8, 1996.
(6) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996 filed with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act.
(7) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B, as filed with the
Commission on September 29, 1982.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
2
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Anne H. McNamara has rendered an opinion as to the legality of the Common
Stock being registered hereby. Mrs. McNamara is the Senior Vice President and
General Counsel of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify directors and
officers and certain other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (other than action by or in the right of
the corporation) in which such person is involved because such person is a
director or officer of the corporation, if such person acted in good faith and
in a manner that such person 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 that such person's conduct was
unlawful. No indemnification shall be made to an officer or director or other
qualified individual if such person shall have been adjudged to be liable to the
corporation unless such person acted in good faith and in a manner that such
person reasonably believed to be in or not opposed to the best interest of the
corporation and only to the extent the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought, determines that
despite the adjudication of liability such person is fairly and reasonably
entitled to such indemnification. If such person is successful on the merits or
otherwise in defense of any action, then Section 145 provides that such person
shall be indemnified against expenses including attorneys' fees actually and
reasonably incurred by that person in connection therewith. Section 102(b)(7)
of the DGCL provides that the liability of a director may not be limited or
eliminated for the breach of such director's duty of loyalty to the corporation
or its stockholders, for such director's intentional acts or omissions not in
good faith, for such director's concurrence in or vote for an unlawful payment
of a dividend or unlawful stock purchase or redemption or for any improper
personal benefit derived by the director from any transaction.
The Registrant's Bylaws provide that the Registrant will 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 Registrant, or is or
was serving or has agreed to serve at the request of the Registrant 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. The Registrant's Bylaws further provide that the
Registrant 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, by reason of the fact
that he is or was or has agreed to become an employee or agent of the
Registrant, or is or was serving or has agreed to serve at the request of the
Registrant as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
The indemnification referred to in the preceding paragraph will be from and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the indemnitee or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom. However, such indemnification will only be provided if the
indemnitee acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Notwithstanding the preceding two sentences, in the case of an
action or suit by or in the right of the Registrant to procure a judgment in its
favor (a) the indemnification referred to in this paragraph will 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 (b)
3
<PAGE>
no indemnification will be made in respect of any claim, issue or matter as to
which such person will have been adjudged to be liable to the Registrant unless,
and only to the extent that, the Delaware Court of Chancery or the court in
which such action or suit was brought determines 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 deems proper. To the
extent that a director, officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, he will be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith. Expenses
(including attorneys' fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding will
be paid by the Registrant 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 is ultimately determined that he
is not entitled to be indemnified by the Registrant. Such expenses 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 indemnification described in the preceding two paragraphs will not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.
The Registrant will purchase and maintain insurance on behalf of any person
who is or was or has agreed to become a director or officer of the Registrant,
or is or was serving at the request of the Registrant as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against, and incurred by, him or on his behalf in
any such capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability under
the provisions of the Bylaws; provided, however, that such insurance is
available on acceptable terms, which determination shall be made by a vote of a
majority of the board of directors of the Registrant.
ITEM 8. EXHIBITS.
4.1 AMR Corporation Pilots Stock Option Plan
5.1 Opinion of Anne H. McNamara, Senior Vice President and General Counsel of
the Registrant.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Anne H. McNamara (included as part of Exhibit 5.1)
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS.
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;
4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 (1)(i) and
(1)(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 with or furnished to the Securities and Exchange Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirement for filing on Form S-8 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
3rd day of January, 1997.
AMR CORPORATION
By: /s/ ANNE H. MCNAMARA
-----------------------------------------
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 by the following persons in the
capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
* Chairman of the Board, January 3, 1997
- ------------------------ President and Chief
ROBERT L. CRANDALL Executive Officer (Principle
Executive Officer)
* Senior Vice President and January 3, 1997
- ------------------------ Chief Financial Officer
GERARD J. ARPEY (Principal Financial and
Accounting Officer)
* Director January 3, 1997
- ------------------------
DAVID L. BOREN
* Director January 3, 1997
- ------------------------
EDWARD A. BRENNAN
* Director January 3, 1997
- ------------------------
ARMANDO M. CODINA
* Director January 3, 1997
- ------------------------
CHRISTOPHER F. EDLEY
* Director January 3, 1997
- ------------------------
CHARLES T. FISHER, III
* Director January 3, 1997
- ------------------------
EARL G. GRAVES
6
<PAGE>
* Director January 3, 1997
- ------------------------
DEE J. KELLY
* Director January 3, 1997
- ------------------------
ANN D. McLAUGHLIN
* Director January 3, 1997
- ------------------------
CHARLES H. PISTOR, JR.
* Director January 3, 1997
- ------------------------
JOE M. RODGERS
* Director January 3, 1997
- ------------------------
MAURICE SEGALL
*By: /s/ CHARLES D. MARLETT
-----------------------
Charles D. MarLett
Attorney-in-Fact
7
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Number Description of Exhibit Numbered Page
- -------------- ---------------------- -------------
4.1 AMR Corporation Pilots Stock Option Plan 9
5.1 Opinion of Anne H. McNamara, Senior
Vice President and General Counsel of
the Registrant 15
23.1 Consent of Ernst & Young LLP 16
23.2 Consent of Anne H. McNamara
(included in Exhibit 5.1)
24.1 Powers of Attorney 17
<PAGE>
Exhibit 4.1
AMR CORPORATION
PILOTS STOCK OPTION PLAN
ARTICLE 1. ESTABLISHMENT
AMR Corporation, a Delaware corporation and the Allied Pilots
Association, as the representative of the Pilots of American Airlines, Inc.,
hereby establish the "Pilots Stock Option Plan", as set forth herein. The
Pilots Stock Option Plan provides for the grant of Stock Options to purchase
a total of 5.75 million shares of Stock. The Stock Options will be granted
in two installments. The Plan will be part of the Basic Agreement, will
become effective as of the Signing Date.
ARTICLE 2. DEFINITIONS
For the purposes of the Plan, the following terms will be defined as set
forth below and, when the defined meaning is intended, the term is
capitalized.
2.1 "American Airlines" means American Airlines, Inc., a Delaware
corporation and wholly owned subsidiary of the Company.
2.2 "Association" means the Allied Pilots Association.
2.3 "Basic Agreement" means the basic collective bargaining agreement
together with all effective amendments, supplemental agreements, letters of
agreement and letters of understanding between American Airlines and the
Association, in existence on the Signing Date and as may be modified or
supplemented after the effective date.
2.4 "Board" or "Board of Directors" means the Board of Directors of the
Company.
2.5 "Committee" means the Committee referred to in Article 3 of the
Plan.
2.6 "Company" means AMR Corporation, a Delaware corporation, or any
successor corporation.
2.7 "Exercise Period" means the period of time between the date a Stock
Option becomes exercisable and the tenth (10th) anniversary of that Stock
Option's Grant Date, when the Stock Option expires.
2.8 "Fair Market Value" means, as of any given date, the mean between
the highest and lowest quoted selling price, regular way, of the Stock on the
New York Stock Exchange or, if no sale of Stock occurs on the New York Stock
Exchange on such date, the mean between the highest and lowest quoted selling
price, regular way, of the Stock on the New York Stock Exchange on the last
<PAGE>
preceding day on which a sale occurred.
2.9 "Grant Date" means the date on which the Stock Options are awarded
under the Plan. The initial Grant Date will be the date agreed upon by the
Company and the Association, which date will be the Signing Date; provided,
however, the initial Grant Date will not be earlier than twenty (20) days
after the date the Association has certified the number of Stock Options each
Participant will receive on the initial Grant Date under the Plan. The
second Grant Date will be August 31, 1998.
2.10 "Option Price" means the price at which a share of Stock covered by
a Stock Option may be purchased, as specified in Article 6 below.
2.11 "Participant" means a Pilot who is a recipient of an award of a
Stock Option under the Plan.
2.12 "Pilot" means a pilot designated by the Association to receive an
award of a Stock Option under the Plan.
2.13 "Plan" means the Pilots Stock Option Plan.
2.14 "Signing Date" means the date of signing of the Basic Agreement.
2.15 "Stock" means the Common Stock, $1.00 par value per share, of the
Company.
2.16 "Stock Option" means the option to purchase shares of Stock granted
pursuant to Article 6 below. All Stock Options granted pursuant to the Plan
will be deemed "non-qualified" and not intended to be incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.
ARTICLE 3. ADMINISTRATION
3.1 THE ADMINISTRATOR. The Plan will be administered by a Committee
comprised of three persons. Two persons will be appointed by the Chairman
and Chief Executive Officer of the Company. The third member of the
Committee will be the President of the Association or his designee.
3.2 THE COMMITTEE'S AUTHORITY. The Committee will have full authority
to construe and interpret the Plan, to establish, amend and rescind
appropriate rules and regulations relating to the distribution and exercise
of Stock Options under the Plan, to administer the Plan, and to take all such
steps and make all such determinations in connection with the Plan and the
Stock Options granted hereunder as it may deem necessary or advisable to
carry out the provisions and intent of the Plan, provided that any decision,
determination or action of the Committee with respect to the Plan will be
consistent with the terms of the Plan; further provided , unless any
decision, determination or action of the Committee is required by law, no
decision, determination or action of the Committee will impair the economic
benefit of a Participant's Stock Option. All actions to be taken pursuant to
this Article 3.2 will be decided at a duly constituted meeting of the
Committee. A majority of the members of the Committee will constitute a
quorum, and the act of a majority of the members present at a meeting
<PAGE>
at which a quorum is present shall be the act of the Committee. At all
meetings each member of the Committee shall have one vote. No vacancy among
the representatives, by resignation or any other reason, will impair the
powers of the remaining representatives to administer the affairs of the
Plan. Notice of all meetings will be given to each member five (5) business
days prior to the meeting date. The Committee may delegate its authority
hereunder.
3.3 DISPUTE RESOLUTION. Disputes arising out of decisions,
determination or other actions of the Committee with respect to the
interpretation, administration or application of the Plan will be subject to
the grievance and System Board of Adjustment procedures of the Basic
Agreement.
ARTICLE 4. STOCK SUBJECT TO THE PLAN.
4.1 STOCK RESERVED. The total number of shares of Stock reserved and
available for distribution under the Plan will be 5.75 million, subject to
adjustment as provided in Article 4.2. Such shares may consist, in whole or
in part, of either authorized and unissued shares or treasury shares.
4.2 CERTAIN CHANGES IN CORPORATE STRUCTURE. In the event of any merger,
reorganization, consolidation, recapitalization, stock dividend, stock split
or other change in corporate structure affecting the Stock, the Company, in
its sole discretion, will make such adjustments as it deems necessary to
reflect such change so as to prevent the diminution or enlargement of a
Participant's rights, including but not limited to, adjustments in the
aggregate number of shares reserved for issuance under the Plan, and
adjustments in the number and option price of the shares subject to
outstanding Stock Options granted under the Plan, provided that the number of
shares subject to any Stock Option will always be a whole number. Numbers of
5 or below will be rounded down. Numbers of 6 or above will be rounded up.
If any of the foregoing events occur affecting the Stock and there is an
adjustment to the then outstanding non-qualified stock options under the last
paragraph of Section 3 of the Company's 1988 Long Term Incentive Plan (or the
corresponding provision of any successor plan) for officers and key
employees, the Stock Options under the Plan shall be adjusted in a manner no
less favorable to the Participant than the adjustment for the then
outstanding non-qualified stock options under the last paragraph of Section 3
of the Company's 1988 Long Term Incentive Plan (or the corresponding
provision of any successor plan).
ARTICLE 5. ELIGIBILITY.
The Association will determine the Participants and the number of whole
shares of Stock subject to Stock Options to be awarded to each Participant on
each Grant Date.
<PAGE>
ARTICLE 6. STOCK OPTIONS.
6.1 GRANT. On the initial Grant Date, the Company will award Stock
Options covering an aggregate of 3,000,000 shares of Stock to the
Participants, as specified in Article 5. On the second Grant Date, the
Company will award Stock Options covering an aggregate of 2,750,000 shares of
Stock to the Participants as specified in Article 5. A Participant's Stock
Option will entitle the Participant to purchase from the Company a specified
number of shares of Stock at the Option Price.
6.2 NONTRANSFERABILITY. A Stock Option granted pursuant to the Plan
will not be transferable by the Participant otherwise than by will, by the
laws of descent and distribution, or by a written designation referred to in
Article 7.2 below, and is exercisable during the Participant's lifetime only
by such Participant.
6.3 OPTION PRICE. The Option Price for the first installment of Stock
Options will be $10.00 below the Fair Market Value of the Stock on the
initial Grant Date. The Option Price for the second installment of Stock
Options will be the Fair Market Value of the Stock on the second Grant Date.
The Option Price will be the price payable by the Participant for a share of
Stock upon the exercise of a Stock Option. The Option Price will be subject
to adjustment in accordance with the provisions of Article 4.2 hereof.
6.4 OPTION EXERCISE DATES AND TERM. Subject to Article 7 hereof, a
Stock Option granted to a Participant will be immediately exercisable on the
first business day following the Grant Date, and the Stock Option will expire
on, and no shares of Stock may be purchased thereunder after the tenth (10th)
anniversary of its Grant Date.
6.5 EXERCISING STOCK OPTIONS. To exercise a Stock Option, the holder
thereof must give irrevocable notice of the exercise to the Company or one or
more third parties designated by the Committee, identifying a whole number of
shares of Stock (which will not be less than the lesser of (a) 1 share of
Stock or (b) the number of shares of Stock subject to such Participant's then
exercisable Stock Option) with respect to which such Stock Option is being
exercised. The Option Price for the Stock Option being exercised must be
paid in full prior to issuance of the Stock. The Committee may, from time to
time, in its sole discretion establish administrative procedures relating to
the exercise of Stock Options, provided that such procedures are consistent
with the terms of the Plan.
6.6 WITHHOLDING TAXES. The Participant will be required to pay to the
Company, or make arrangements satisfactory to the Company regarding the
payment of, the amount of any foreign, federal (including FICA), state, or
local taxes of any kind required by law to be withheld with respect to the
exercise of a Stock Option.
6.7 PAYMENT. Payment of the Option Price and any tax withholding
obligation must be made by cashier's check, through electronic funds transfer
or through a broker-assisted Stock Option Exercise pursuant to procedures the
Committee may, in sole discretion, establish from time to time. No shares of
Stock will be delivered to the Participant until all such amounts have been
paid. Notwithstanding anything herein to the contrary, the Company will
permit and provide for the exercise of a Stock Option without the prior
payment of the Option Price and any tax withholding obligation, provided
<PAGE>
arrangements satisfactory to the Company have been made for full payment of
such amounts (the foregoing to be deemed a "Cashless Exercise"). The
Participant will be responsible for all brokerage commissions, interest and
other expenses, if any.
ARTICLE 7. NONFORFEITABILITY OF OPTIONS AND TRANSFER UPON DEATH.
7.1 NONFORFEITABILITY. The Stock Options which are awarded to a
Participant will be nonforfeitable and exercisable at any time during the
Exercise Period.
7.2 DEATH. In the event of the death of a Participant during the
Exercise Period, the estate of such Participant, or other person designated
by the Participant, will be entitled to exercise any Stock Option awarded to
Participant to the same extent as a Participant who remains in active
employment with American Airlines.
ARTICLE 8. MISCELLANEOUS.
8.1 GOVERNING LAW. The Plan, and all awards and agreements made
hereunder, will be governed by and construed in accordance with the Railway
Labor Act, and the laws of the state of Texas without giving effect to the
principles of conflicts of laws thereof.
8.2 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein includes the feminine; the plural includes the
singular; and the singular includes the plural.
8.3 NO RIGHT TO EMPLOYMENT. The adoption of the Plan will not confer
upon any employee of American Airlines any right to continued employment with
American Airlines, nor will it interfere in any way with the right of
American Airlines to terminate the employment of any of its employees at any
time.
8.4 RIGHTS OF PARTICIPANTS. Nothing in the Plan or in any Stock Option
granted under the Plan will confer upon any Participant or his executors,
administrators or legal representatives any of the rights of a stockholder of
the Company with respect to the shares of Stock subject to a Stock Option
until the Participant has given notice of exercise and has paid in full for
such shares.
8.5 PURCHASE FOR INVESTMENT AND LEGALITY. On or before the Signing
Date, the Company will file a Registration Statement on Form S-8 (a
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Securities Act") covering the Stock to be offered pursuant to the Plan
and will use its best efforts to maintain such registration at all times
necessary to permit holders of Stock Options to exercise them. In the event
there is no Registration Statement on file, the Participant, by acceptance of
any Stock Option granted under the Plan, will represent and warrant to the
Company that the purchase or receipt of shares of Stock upon the exercise
thereof will be for investment and not with a view to distribution, provided
that such representation and warranty will be inoperative if, in the opinion
of counsel to the Company, a proposed sale or distribution of such shares of
Stock is pursuant to an applicable effective registration statement under the
Securities Act or is, without such representation and warranty, exempt from
registration under such act.
<PAGE>
The obligation of the Company to issue shares of Stock upon the exercise
of a Stock Option will also be subject, as conditions precedent, to
compliance with applicable provisions of the Securities Act, the Securities
Exchange Act of 1934, as amended, state securities laws, rules and
regulations under any of the foregoing and applicable requirements of any
securities exchange upon with the Company's securities are listed. The
Company will use its reasonable best efforts to take all actions necessary
and appropriate to satisfy each of the foregoing conditions.
The Company may endorse an appropriate legend referring to the foregoing
restrictions upon the certificate or certificates representing any shares of
Stock issued or transferred to a Participant upon the exercise of any Stock
Option granted under the Plan.
8.6 CHANGE IN CONTROL PROVISIONS. In the event of a Change in Control
of American Airlines (as described in Section 11(b) of the Company's 1988
Long Term Incentive Plan) all Stock Options not yet granted on the date of
such Change in Control will be granted, pursuant to Article 5, on the date of
such Change in Control at an Option Price equal to the Fair Market Value of
the Stock on such date.
8.7 AMENDMENTS. The Plan may only be amended or modified in writing as
agreed by both the Company and the Association.
<PAGE>
Exhibit 5.1
[AMR Corporation Letterhead]
[Date]
AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616
Registration Statement on Form S-8 pertaining to
PILOTS STOCK INCENTIVE PLAN
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of AMR Corporation, a
Delaware corporation, and as such I am delivering this opinion to you in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement") relating to 5,750,000
shares (the "Shares") of the Common Stock, par value $1.00 per share, of AMR
Corporation, a Delaware corporation, to be awarded under the Pilots Stock Option
Plan (the "Plan").
In so acting, I have examined the Plan and have examined and relied upon
the originals, or copies certified to my satisfaction, of such records,
documents or other instruments as in my judgement are necessary or appropriate
to enable me to render the opinion set forth below.
Based on the foregoing, I am of the opinion that the Shares have been duly
authorized and, when duly awarded in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Anne H. McNamara
Anne H. McNamara
Senior Vice President and
General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the AMR Corporation Pilots Stock Option Plan of our report
dated January 15, 1996, with respect to the consolidated financial statements
and schedule of AMR Corporation included in its Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Dallas, Texas
January 2, 1997
<PAGE>
POWER OF ATTORNEY
The undersigned, Chairman of the Board of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and appoint Anne H.
McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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 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 27th day of December, 1996.
/s/ ROBERT L. CRANDALL
--------------------------------------
Robert L. Crandall
Witness:
/s/ CHARLES D. MARLETT
- -------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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 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 27th day of December, 1996.
/s/ GERARD J. ARPEY
---------------------------------------
Gerard J. Arpey
Witness:
/s/ CHARLES D. MARLETT
- --------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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 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 21st day of November, 1996.
/s/ EDWARD A. BRENNAN
---------------------------------------
Edward A. Brennan
Witness:
/s/ CHARLES D. MARLETT
- --------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ ARMANDO M. CODINA
----------------------------
Armando M. Codina
Witness:
/s/ CHARLES D. MARLETT
- ---------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ CHRISTOPHER F. EDLEY
--------------------------------
Christopher F. Edley
Witness:
/s/ CHARLES D. MARLETT
- ----------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ CHARLES T. FISHER, III
--------------------------------
Charles T. Fisher, III
Witness:
/s/ CHARLES D. MARLETT
- -----------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ EARL G. GRAVES
------------------------------
Earl G. Graves
Witness:
/s/ CHARLES D. MARLETT
- ------------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ DEE J. KELLY
-----------------------------
Dee J. Kelly
Witness:
/s/ CHARLES D. MARLETT
- ----------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ ANN D. MCLAUGHLIN
-----------------------------
Ann D. McLaughlin
Witness:
/s/ CHARLES D. MARLETT
- --------------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ CHARLES H. PISTOR, JR.
---------------------------------
Charles H. Pistor, Jr.
Witness:
/s/ CHARLES D. MARLETT
- -----------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ JOE M. RODGERS
-----------------------------
Joe M. Rodgers
Witness:
/s/ CHARLES D. MARLETT
- ------------------------------
Charles D. MarLett
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H. McNamara 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"), Common Stock, $1.00 par value,
of the Corporation to be offered pursuant to the AMR Corporation Pilots
Stock Option Plan, as it may from time to time be amended; 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 such Common Stock 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
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 27th day of December, 1996.
/s/ MAURICE SEGALL
------------------------------
Maurice Segall
Witness:
/s/ CHARLES D. MARLETT
- ------------------------------
Charles D. MarLett
