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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: February 7, 2000
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 February 8, 2000 by the Company as Exhibit 99.1.
This press release was issued to announce that the Company
declared on February 7, 2000, its intent to distribute a dividend
on all outstanding shares of AMR's common stock. The Company
stated that the dividend will consist of AMR's entire ownership
interest in Sabre Holdings Corporation ("Sabre"). To effect the
stock dividend, AMR announced that it would exchange all of its
one hundred seven million three hundred seventy four thousand
(107,374,000) shares of Sabre's Class B Common Stock for an equal
number of shares of Sabre's Class A Common Stock.
The Company stated that its shareholders of record at the
close of regular trading on the New York Stock Exchange on March
1, 2000 would receive approximately seven tenths (0.7) of one
share of Sabre's Class A Common Stock for each share of AMR
common stock. The Company announced that it intends to
distribute Sabre's shares after the close of business on March
15, 2000.
Information about the above events is described in the news
release which is attached as an exhibit to this Form 8K and is
incorporated by this reference.
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: February 9, 2000
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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, February 8, 2000
AMR DECLARES STOCK DIVIDEND AND SETS
TIMELINE FOR SABRE SPIN-OFF
FORT WORTH, Texas -- AMR Corp., parent company of American
Airlines, Inc. announced today that its Board of Directors has
set the timeline for the previously announced spin-off of its 83%
interest in Sabre Holdings Corporation (Sabre). Sabre is the
global leader in the travel and transportation information
technology business, and the parent company of Travelocity.com,
one of the largest online travel sites on the internet.
AMR shareholders of record at the close of business on March
1, 2000 will receive approximately 0.7 shares of Sabre for each
share of AMR owned on that date. The stock dividend will be
distributed after close of business on March 15, 2000. The New
York Stock Exchange is expected to begin trading in shares of AMR
- -- minus its ownership in Sabre -- on a when-issued basis in late
February.
AMR will distribute approximately 107 million common shares
of Sabre. Approximately 23 million Sabre shares are publicly
traded currently. AMR has received a ruling from the Internal
Revenue Service that the spin-off of Sabre will be tax-free to
AMR and its shareholders for U.S. federal income tax purposes.
In a related announcement, Sabre announced that its Board of
Directors had declared a one-time $675 million cash dividend,
payable on February 18, 2000 to holders of record of Sabre common
stock on February 15, 2000. AMR will receive proceeds of
approximately $560 million. AMR expects to use the dividend
proceeds 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. news release can be accessed via the
Internet.
The address is http://www.amrcorp.com/corpcomm.htm
