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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event
reported: December 14, 1999
AMR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8400 75-1825172
(State of Incorporation) ( Commission File Number ) (IRS Employer
Identification No.)
4333 Amon Carter Blvd. Fort Worth, Texas 76155
(Address of principal executive offices) (Zip Code)
(817) 963-1234
(Registrant's telephone number)
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Item 5. Other Events
AMR Corporation (the "Company") is filing herewith a press
release issued December 14, 1999 by the Company as Exhibit 99.1
which is included herein. This press release was issued to
announce that the Company intends to distribute in the first
quarter of 2000 all of its remaining ownership interest in Sabre
Holdings Corporation ("Sabre"). Sabre shares would be
distributed in a tax-free spin-off to the Company's shareholders
as of a record date to be set in the first quarter of 2000 by the
Company's Board of Directors. The distribution is conditioned
upon the receipt of a ruling from the United States Internal
Revenue Service that the distribution would be free of United
States federal income taxation to the Company, Sabre and the
Company's shareholders.
Sabre also announced its intent to declare and pay in the
first quarter of 2000 an extraordinary cash dividend in the
aggregate amount of $675 million. The dividend would be payable
to Sabre's shareholders as of a record date to be set in the
first quarter of 2000 by Sabre's Board of Directors. In
addition, Sabre's Board of Directors announced that it had
elected Mr. William J. Hannigan as President and Chief Executive
Officer and a director of Sabre.
Contemporaneously with the spin-off, the Company, American
Airlines, Inc., a wholly-owned subsidiary of AMR Corporation, and
Sabre intend to complete amendments to various agreements among
them.
Item 7. Financial Statements and Exhibits
The following exhibit is included herein:
99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AMR CORPORATION
/s/ Charles D. MarLett
Charles D. MarLett
Corporate Secretary
Dated: December 15, 1999
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EXHIBIT INDEX
Exhibit Description
99.1 Press Release
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Exhibit 99.1
Contact: Corporate Communications
Fort Worth, Texas
817-967-1577
FOR RELEASE: Tuesday, December 14, 1999
AMR CORP. ANNOUNCES PLAN TO SPIN OFF SABRE INTO FULLY
INDEPENDENT TECHNOLOGY COMPANY;
SABRE NAMES NEW CEO
Editors note: Reporters interested in participating in an 11:00
a.m. EST conference call should call either AMR Corporate
Communications at 817-967-1577 or Sabre Corporate Communications
at 817-967-0001 for registration/access information. These phone
lines will be manned after 8:30 a.m. eastern time on Tuesday
morning.
FORT WORTH, Texas -- AMR Corp., parent company of American
Airlines Inc., today announced that it would spin off its 83
percent interest in Sabre Holdings Corp. (Sabre) by distributing
its 107 million shares of Sabre common stock to AMR shareholders.
The transaction is subject to receipt of a favorable ruling from
the U.S. Internal Revenue Service that the spin-off will be tax-
free to AMR and its shareholders for U.S. federal income tax
purposes.
In a related announcement today, Sabre announced William J.
Hannigan, age 40, as its new President and CEO, effective
immediately. Hannigan joins Sabre from Southwestern Bell, where
he served as President of SBC Global Markets.
The spin-off is expected to be completed in the first
quarter of 2000, and AMR shareholders will receive approximately
0.7 shares of Sabre stock for each share of AMR stock owned.
In announcing the transaction, AMR Chairman and Chief
Executive Officer Donald J. Carty said, "The spin-off of Sabre
into a fully independent technology company will mean a clear and
refined definition of the respective goals of AMR and Sabre. For
AMR, that means a complete focus on American Airlines and
American Eagle, allowing management to devote the time and
resources to maintain and enhance its global airline leadership.
For Sabre, this new independence will allow it to fully utilize
its position as the global leader in travel
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and transportation information technology. The spin-off will
also allow Sabre - and Sabre's subsidiary, Travelocity.com, the
leading online travel expert - to capitalize on numerous
opportunities in the rapidly evolving technology sector."
Carty also noted that AMR's stock price has often not
reflected the full value of both American Airlines and Sabre.
"By having two completely separate companies valued in the
market, both AMR and Sabre should benefit from clearer market
comparisons with their peers," he said. "This should result in a
stock price for both companies that more appropriately reflects
their full value and potential."
Commenting on his new position, Hannigan said, "Sabre has
put together an outstanding management team that is well
respected by customers, investors and employees. Moreover, Sabre
has developed the corporate infrastructure and expertise to
support world-class clients, not to mention its Internet
leadership with Travelocity.com. All of this firmly establishes
Sabre's position for success in the marketplace, and I look
forward to this exciting new challenge."
The Sabre spin-off culminates a process begun in 1996 when
AMR reorganized Sabre - previously part of American Airlines -
into a separate subsidiary and made an initial public offering of
approximately 18 percent of Sabre's ownership to public
shareholders. At that time, American and Sabre reached a
comprehensive agreement for Sabre to provide the airline with
substantially all of its information technology needs, including
reservations, flight operations and other real-time services.
Following the spin-off, Sabre will continue to provide such
services and, in connection with the transaction, American and
Sabre have agreed to extend by two years, to 2008, the agreements
to provide real-time services.
Prior to the spin-off, Sabre will pay a special, one-time
$675 million cash dividend, or approximately $5.21 per share, to
its shareholders, including AMR. The proceeds of the dividend
will be used by AMR to enhance its already strong balance sheet.
Over time, it will also enable AMR to pursue options to invest in
its core airline business.
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Current AMR Corp. press releases can be accessed via the
Internet.
The address is http://www.amrcorp.com/corpcomm.htm
