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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JANUARY 2, 1997
REGISTRATION NO. 333-02633
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
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 or Identification No.)
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)
ANNE H. MCNAMARA, ESQ. JOHN B. BRADY, Copy to:
SENIOR VICE PRESIDENT AND JR., ESQ. ROHAN S.
GENERAL COUNSEL DEBEVOISE & WEERASINGHE, ESQ.
AMR CORPORATION PLIMPTON SHEARMAN &
P.O. BOX 619616 875 THIRD AVENUE STERLING
DALLAS/FORT WORTH AIRPORT, NEW YORK, NEW 599 LEXINGTON
TEXAS 75261-9616 YORK 10022 AVENUE
(817) 963-1234 (212) 909-6000 NEW YORK, NEW
YORK 10022
(212) 848-4000
(Name, address, including ZIP code, and telephone number, including area
code, of agents for service)
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]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities
Act registration statement number to the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement for
the same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
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DEREGISTRATION OF SECURITIES
AMR Corporation (the "Registrant") by this Post-
Effective Amendment No. 1 to its Registration Statement on
Form S-3 (No. 333-02633) originally filed with the
Securities Exchange Commission on April 19, 1996 (the
"Registration Statement"), hereby withdraws from
registration under the Securities Act of 1933, as amended
(the "Act"), 343 shares of its Common Stock, par value $1.00
per share (the "Common Stock"), registered under the
Registration Statement.
REASON FOR DEREGISTRATION
The Registrant called for redemption on May 20, 1996
(the "Redemption Date") all $1,020,356,000 principal amount
of its outstanding 6 1/8% Convertible Subordinated Quarterly
Income Capital Securities due 2024 (the "Debentures"). In
lieu of having their Debentures redeemed, holders of the
Debentures could opt to convert their Debentures into the
Common Stock at any time prior to May 17, 1996 (the
"Conversion Date"). By the end of the Conversion Date, the
holders of $1,020,331,000 principal amount of the Debentures
had elected conversion and had their Debentures converted
into 12,915,556 shares of Common Stock (plus a small amount
of cash in lieu of fractional shares). All of those
12,915,556 shares of Common Stock were registered on the
Registration Statement. The Registrant redeemed the
remaining $25,000 in principal amount on the Redemption
Date. Thus, the Registrant is hereby withdrawing from
registration under the Act 343 of the 12,915,899 shares of
Common Stock registered under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, AMR Corporation has duly caused this Post-Effective
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 2nd 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 below by
the following persons in the capacities and on the dates
indicated.
SIGNATURESTITLE
ROBERT L. CRANDALL* Chairman of the Board,
President and Chief Executive
Officer; Director (Principal
Executive Officer)
GERARD J. ARPEY* Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
DAVID L. BOREN* Director
EDWARD A. BRENNAN* Director *By /s/ ANNE H. MCNAMARA
Anne H. McNamara
(Attorney-in-Fact)
Date: January 2, 1997
ARMANDO M. CODINA* Director
CHRISTOPHER F. EDLEY* Director
CHARLES T. FISHER,III* Director
EARL G. GRAVES* Director
DEE J. KELLY* Director
ANN D. MCLAUGHLIN* Director
CHARLES H. PISTOR,JR.* Director
JOE M. RODGERS* Director
MAURICE SEGALL* Director
