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As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 333-19325
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
Amendment No. 1
to
Form S-8
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 (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)
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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)
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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 24th day of
April, 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
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*
- -------------------------- Chairman of the Board, April 24, 1997
ROBERT L. CRANDALL President and Chief Executive
Officer (Principal Executive
Officer)
*
- -------------------------- Senior Vice President and April 24, 1997
GERARD J. ARPEY Chief Financial Officer
(Principal Financial and
Accounting Officer)
*
- -------------------------- Director April 24, 1997
DAVID L. BOREN
*
- -------------------------- Director April 24, 1997
EDWARD A. BRENNAN
*
- -------------------------- Director April 24, 1997
ARMANDO M. CODINA
*
- -------------------------- Director April 24, 1997
CHRISTOPHER F. EDLEY
*
- -------------------------- Director April 24, 1997
CHARLES T. FISHER, III
*
- -------------------------- Director April 24, 1997
EARL G. GRAVES
*
- -------------------------- Director April 24, 1997
DEE J. KELLY
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*
- -------------------------- Director April 24, 1997
ANN D. McLAUGHLIN
*
- -------------------------- Director April 24, 1997
CHARLES H. PISTOR, JR.
*
- -------------------------- Director April 24, 1997
JOE M. RODGERS
*
- -------------------------- Director April 24, 1997
MAURICE SEGALL
*By: /s/ Charles D. MarLett
----------------------
Charles D. MarLett
Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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<S> <C> <C>
4.1 AMR Corporation Pilots Stock Option Plan 5
* 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 in Exhibit 5.1)
* 24.1 Powers of Attorney
</TABLE>
- ------------------------------
* Previously filed.
<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 Plan will be part of the Basic Agreement and 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
preceding day on which a sale occurred.
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2.9 "Grant Date" means the date on which the Stock Options are awarded
under the Plan. The Grant Date will be the date agreed upon by the Company and
the Association, which date will be the Signing Date; provided, however, the
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 under the Plan.
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 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
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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
the Grant Date.
ARTICLE 6. STOCK OPTIONS.
6.1 GRANT. On the Grant Date, the Company will award Stock Options
covering an aggregate of 5,750,000 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
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by such Participant.
6.3 OPTION PRICE. The Option Price for the Stock Options will be $10.00
below the Fair Market Value of the Stock on the 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 its 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 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.
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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.
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
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of such Change in Control at an Option Price equal to the Fair Market Value
of the Stock on such date, less $10.00.
8.7 AMENDMENTS. The Plan may only be amended or modified in writing as
agreed by both the Company and the Association.
