-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CvCVNflEtphOEBdlduh6lVI69icCHOKJgvA9z0fiZ0eZhNhPOtLWhRzUFKvd7jVD eoWRglc8YCNsyRoB2TvzYg== 0000006201-00-000004.txt : 20000210 0000006201-00-000004.hdr.sgml : 20000210 ACCESSION NUMBER: 0000006201-00-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000208 ITEM INFORMATION: FILED AS OF DATE: 20000209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMR CORP CENTRAL INDEX KEY: 0000006201 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 751825172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08400 FILM NUMBER: 528271 BUSINESS ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 76155 BUSINESS PHONE: 8179631234 MAIL ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 75261-9616 8-K 1 1 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) 2 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 3 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 4 EXHIBIT INDEX Exhibit Description 99.1 Press Release 5 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. ### Current AMR Corp. news release can be accessed via the Internet. The address is http://www.amrcorp.com/corpcomm.htm -----END PRIVACY-ENHANCED MESSAGE-----