<PAGE>
As filed with the S.E.C. on May 8, 1998
Registration No. 33-60727
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
4333 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
(Address of Principal Executive Offices
including Zip Code)
AMR CORPORATION
1994 DIRECTORS STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the 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, address and telephone number of agent for service)
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<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities to be Amount to be offering offering registration
registered registered price unit price fee
---------------- ------------ ---------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 50,000(1) (2) None (3) None (3)
par value
$1.00 per share
</TABLE>
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(1) Consists of shares of Common Stock. The number of shares specified
in Form S-8 Registration Statement No. 33-60727 shall be adjusted by the
reason of any subsequent increase or decrease in the number of shares of
Common Stock occurring at any time due to a stock split, stock dividend,
recapitalization or other capital adjustments or contribution of capital or
other assets to the registrant.
(2) Not applicable.
(3) No registration fee required.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-60727) are hereby incorporated by reference in this
Registration Statement.
The following additional information supplements and/or supersedes
the information appearing in Registration No. 33-60727:
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the "Delaware Law") permits a
Delaware corporation to include a provision in its Certificate of
Incorporation, and the Company's Certificate of Incorporation so provides,
eliminating or limiting the personal liability of a director to a corporation
or its stockholders for monetary damages for breach of fiduciary duty as
director, provided that such provision may not eliminate or limit the
liability of a director (i) for any such of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Law which makes directors personally
liable for unlawful dividends or unlawful stock repurchases or redemptions or
(iv) for any transaction from which the director derives an improper personal
benefit.
Under Delaware Law and the Company's Certificate of Incorporation,
directors and officers may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action"))
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interest of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. In derivative actions, indemnification extends only to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action and, in the event such person shall have been
adjudged to be liable to the corporation, only to the extent that a proper
court shall have determined that such person is fairly and reasonably
entitled to indemnity for such expenses.
The Company's officers and directors are also insured against
claims arising out of the performance of their duties in the aforementioned
capacities.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 requirements for filing on Form S-8 and has duly
caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-60727 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas on the 8th day of May,
1998.
AMR CORPORATION
By: /s/ Anne H. McNamara
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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 dates indicated.
<TABLE>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
* Chairman of the Board, April 15, 1998
- --------------------------- President and Chief
Robert L. Crandall Executive Officer;
(Principal Executive
Officer)
* Senior Vice President April 15, 1998
- --------------------------- and Chief Financial
Gerard J. Arpey Officer (Principal
Financial and Accounting
Officer)
* Director April 15, 1998
- ---------------------------
David L. Boren
* Director April 15, 1998
- ---------------------------
Edward A. Brennan
* Director April 15, 1998
- ---------------------------
Armando M. Codina
<PAGE>
* Director April 28, 1998
- ---------------------------
Charles T. Fisher, III
* Director April 15, 1998
- ---------------------------
Earl G. Graves
* Director April 15, 1998
- ---------------------------
Dee J. Kelly
* Director April 15, 1998
- ---------------------------
Ann D. McLaughlin
* Director April 15, 1998
- ---------------------------
Charles H. Pistor, Jr.
* Director April 15, 1998
- ---------------------------
Joe M. Rodgers
* Director April 15, 1998
- ---------------------------
Judith Rodin
* Director April 15, 1998
- ---------------------------
Maurice Segall
* By: /s/ C. D. MarLett
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C. D. MarLett
Attorney-in-Fact
</TABLE>
