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As filed with the S.E.C. on May 8, 1998
Registration No. 33-60725
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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
1988 LONG TERM 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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CALCULATION OF REGISTRATION FEE
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<TABLE>
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities to Amount to be offering offering registration
be registered registered price unit price fee
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<S> <C> <C> <C> <C>
Common Stock, 2,700,000(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. 33-60725 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-60725), including the portions of Registration Statement
No. 33-27866 incorporated therein by reference, are hereby incorporated by
reference in this Registration Statement.
The following additional information supplements and/or supersedes the
information appearing in Registration No. 33-60725:
Item 4. Description of Securities
Not applicable.
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,
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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.
Item 7. Exemption from Registration Claimed
Not applicable.
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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. 33-60725
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
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* Director April 15, 1998
- ----------------------------
Edward A. Brennan
Director April 15, 1998
*
- ----------------------------
Armando M. Codina
* 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
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Ann D. McLaughlin
* Director April 15, 1998
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Charles H. Pistor, Jr.
* Director April 15, 1998
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Joe M. Rodgers
* Director April 15, 1998
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Judith Rodin
* Director April 15, 1998
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Maurice Segall
* By: /s/ C. D. MarLett
- ----------------------------
C. D. MarLett
Attorney-in-Fact
</TABLE>
