8-K 1 aa11218k.txt AMERICAN AIRLINES 8-K UNITED STATES 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: November 17, 2005 American Airlines, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2691 13-1502798 (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) (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. On November 17, 2005, AMR Corporation (AMR), the parent company of American Airlines, Inc., entered into an Underwriting Agreement (the Underwriting Agreement) with UBS Securities LLC (the Underwriter) relating to the issuance and sale of 13,000,000 (the 11/17/05 Shares) shares of AMR's common stock, par value $1.00 per share (the Common Stock), at an offering price to the public of $17.25 per share. AMR has granted the Underwriter a 30- day option to purchase an additional 1,950,000 shares of Common Stock (together with the 11/17/05 Shares, the Shares), at the same price per share paid to AMR for the 11/17/05 Shares, to cover over-allotments, if any. The closing of the offering, which is subject to customary closing conditions, is expected to occur on November 23, 2005. The shares of Common Stock will be issued pursuant to AMR's shelf registration statement (the Registration Statement) on Form S-3 (File Nos. 333-110760 and 333-110760-01), which was declared effective by the Securities and Exchange Commission on December 17, 2003. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this report), and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption "Underwriting" contained in the AMR's Prospectus Supplement dated November 17, 2005 to the Prospectus dated December 17, 2003, each of which has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement. A copy of the opinion of Debevoise & Plimpton LLP, relating to the legality of the Shares is filed as Exhibit 5.1 to this report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement. A copy of the opinion of Debevoise & Plimpton LLP relating to certain tax matters with respect to the Shares is filed as Exhibit 8.1 to this report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 1.1 Underwriting Agreement dated November 17, 2005 between AMR Corporation and UBS Securities LLC 5.1 Opinion of Debevoise & Plimpton LLP 8.1 Opinion of Debevoise & Plimpton LLP 23.1 Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1) 23.2 Consent of Debevoise & Plimpton LLP (contained in Exhibit 8.1) 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. American Airlines, Inc. /s/ Charles D. MarLett Charles D. MarLett Corporate Secretary Dated: November 21, 2005 EXHIBIT INDEX Exhibit Description 1.1 Underwriting Agreement dated November 17, 2005 between AMR Corporation and UBS Securities LLC 5.1 Opinion of Debevoise & Plimpton LLP 8.1 Opinion of Debevoise & Plimpton LLP 23.1 Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1) 23.2 Consent of Debevoise & Plimpton LLP (contained in Exhibit 8.1)