ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On September 28, 2009, AMR Corporation (the "Company") and Wilmington Trust
Company, as trustee (the "Trustee") entered into the Supplemental Indenture (the
"Supplemental Indenture"), supplemental to the Indenture, dated as of
February 1, 2004, between the Company and the Trustee (the "Base Indenture, " as
supplemented by the Supplemental Indenture, the "Indenture"), providing for the
previously announced issuance by the Company of $460,000,000 million aggregate
principal amount of its 6.25% Convertible Senior Notes due 2014 (the "Notes").
The Notes are unconditionally guaranteed on a senior unsecured basis by American
Airlines, Inc., a wholly-owned subsidiary of the Company ("American"), pursuant
to the Guarantee, dated as of September 28, 2009 (the "Guarantee").
Interest on the Notes is payable semiannually in arrears on October 15 and
April 15 of each year, beginning on April 15, 2010. The stated maturity date of
the Notes is October 15, 2014. The Notes are convertible by holders into shares
of the Company's Common Stock at an initial conversion rate of 101.0101 shares
per $1,000 principal amount of the Notes, equivalent to an initial conversion
price of approximately $9.90 per share, subject to adjustment upon the
occurrence of certain events specified in the Indenture, at any time prior to
the close of business on the business day immediately preceding the stated
maturity date of the Notes. Maturity of the Notes may be accelerated upon the
occurrence of certain events of default, including failure by the Company (in
some cases after notice or the expiration of a grace period, or both) to make
payments under the Indenture when due, to deliver shares of Common Stock upon
conversion of the Notes or to comply with certain covenants, as well as certain
bankruptcy events.
The Notes and the Guarantee were registered for offer and sale pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), under the Company's
and American's shelf registration statement on Form S-3 (Registration Nos.
333-160646 and 333-160646-01) (the "Registration Statement"). The Notes were
sold pursuant to the Underwriting Agreement, dated September 22, 2009, among the
Company, American and the several underwriters named therein.
ITEM 8.01. OTHER EVENTS
On September 28, 2009, the Company completed the previously announced issuance
and sale of 48,484,849 shares of the Company's Common Stock, par value $1.00 per
share, at a public offering price of $8.25 per share. The Company granted the
underwriters of the offering a 30-day option to purchase up to an additional
7,272,727 shares of Common Stock to cover over-allotments. The shares were
registered for offer and sale pursuant to the Securities Act under the
Registration Statement. The shares were sold pursuant to the Underwriting
Agreement, dated September 22, 2009, among the Company and the several
underwriters named therein.
