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: January 22, 2007
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 January 22, 2007, AMR Corporation (AMR), the parent company of
American Airlines, Inc., entered into an Underwriting Agreement
(the Underwriting Agreement) with Credit Suisse Securities (USA)
LLC, acting on behalf of itself and the other underwriters named
therein (the Underwriters) relating to the issuance and sale of
13,000,000 shares (the 1/22/07 Shares) of AMR's common stock, par
value $1.00 per share (the Common Stock), at an offering price to
the public of $38.70 per share. AMR has granted the Underwriters
a 30-day option to purchase an additional 1,950,000 shares of
Common Stock (together with the 1/22/07 Shares, the Shares), at
the same price per share paid to AMR for the 1/22/07 Shares, to
cover over-allotments, if any. The closing of the offering,
which is subject to customary closing conditions, is expected to
occur on January 26, 2007.
The Shares will be issued pursuant to AMR's shelf registration
statement (the Registration Statement) on Form S-3 (File Nos. 333-
136563 and 333-136563-01), which became effective upon filing
with the Securities and Exchange Commission on August 11, 2006.
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 AMR's Prospectus
Supplement dated January 22, 2007 to the Prospectus dated August
11, 2006, 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 January 22, 2007 between AMR
Corporation and Credit Suisse Securities (USA) LLC, acting on
behalf of itself and the other underwriters named therein
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/ Kenneth W. Wimberly
Kenneth W. Wimberly
Corporate Secretary
Dated: January 24, 2007
EXHIBIT INDEX
Exhibit Description
1.1 Underwriting Agreement dated January 22, 2007 between
AMR Corporation and Credit Suisse Securities (USA) LLC,
acting on behalf of itself and the other underwriters
named therein
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)