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: March 29, 2006
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)
(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 March 29, 2006, Thomas W. Horton ("Mr. Horton") accepted an
employment offer from American Airlines, Inc. ("American"). The
Executive will be the Executive Vice President, Finance and
Planning and the Chief Financial Officer of American and its
parent corporation, AMR Corporation ("AMR"). A brief description
of the material terms of the Executive's Employment Agreement
(the "Agreement") is contained in Item 5.02 below (which
description is incorporated into this Item 1.01 by reference) and
the Agreement is attached as Exhibit 10.1.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
On March 29, 2006, the Company issued a press release announcing
the appointment of Mr. Horton as Executive Vice President,
Finance and Planning and Chief Financial Officer ("CFO") of AMR
and American. Prior to this appointment, Mr. Horton had served
at AT&T Corp. as Vice Chairman and CFO from January 2005 to
January 2006 and Senior Vice President and CFO from June 2002 to
January 2005. From August 1985 to June 2002, he served in a
variety of management positions at American and AMR, including
Senior Vice President Finance and CFO from January 2000 to June
2002. A copy of the press release announcing Mr. Horton's
appointment is attached as Exhibit 99.1 and is incorporated by
reference.
On March 29, 2006, AMR and American entered into the Agreement
with Mr. Horton. The Agreement has a three year term. Pursuant
to the Agreement, Mr. Horton will receive an annual base salary
of $600,000 and an annual target bonus equal to 108% of his
salary. Mr. Horton will also receive, among other things, the
following stock or stock-based compensation awards: (i) 33,000
deferred shares, vesting on the first anniversary of his
employment with American; (ii) 69,000 performance shares under
AMR's 2004 - 2006 Performance Share Plan for Officers and Key
Employees, as amended and restated as of March 29, 2006, payable
in 2007 if certain performance criteria are met; (iii) 77,600
performance units under AMR's 2005 - 2007 Performance Unit Plan
(or its successor plan), payable in 2008 if certain performance
criteria are met; and (iv) options to purchase up to 59,200
shares of AMR's common stock, vesting equally over a period of
five years (the overall term of the option grant is ten years).
Mr. Horton will be eligible to participate in AMR's and
American's management employee and executive benefit programs,
including American's defined benefit retirement plans for
management personnel and American's Supplemental Executive
Retirement Plan (the "SERP"), and he will receive an annual
personal allowance (as a replacement for the automobile lease and
other personal allowances eliminated in 2003) of at least $27,000
per year. Pursuant to the Agreement, he will receive up to 3.9
years of additional age and service credit under the SERP. Upon
termination of the Agreement without cause or by Mr. Horton for
good reason, among other things, all of Mr. Horton's stock and
stock-based compensation will immediately vest (subject to
satisfaction of certain performance criteria for the performance
shares and performance units); he will receive the 3.9 additional
years of credited service under the SERP; and he will be entitled
to two years of his salary and bonus.
Item 1.01 Entry into a Material Definitive Agreement
On March 29, 2006, the Board of Directors (the "Board") of AMR
Corporation (the "Corporation") approved the amendment and
restatement of various compensation programs. The programs as
amended and restated are as follows:
a. The 2003-2005 Performance Share Plan for Officers and Key
Employees, and the related 2003-2005 Performance Share Agreement
(collectively the "2003-2005 Performance Share Plan");
b. The 2004-2006 Performance Share Plan for Officers and Key
Employees, and the related 2004-2006 Performance Share Agreement
(collectively the "2004-2006 Performance Share Plan"); and
c. The Deferred Share Award Agreement (the "2004 Deferred Share
Plan").
The amendment and restatement of the 2003-2005 Performance Share
Plan will result in a distribution of cash and stock upon the
attainment of the performance criteria outlined therein. The
anticipated distribution date is April 2006.
The amendment and restatement of the 2004-2006 Performance Share
Plan will result in a distribution of cash and stock upon the
attainment of the performance criteria outlined therein. The
anticipated distribution date is April 2007.
The amendment and restatement of the 2004 Deferred Share Plan
will result in a distribution of stock upon the recipient being
employed by a wholly owned subsidiary of the Corporation on the
vesting date. The anticipated distribution date is July 2007.
The Board also made certain grants to the executive officers of
the Corporation under the 2003-2005 Performance Share Plan and
the 2004-2006 Performance Share Plan. These grants replaced unit
grants under earlier plans.
The Board also approved the 2006-2008 Performance Share Plan for
Officers and Key Employees (the "2006-2008 Performance Share
Plan"). The 2006-2008 Performance Share Plan will result in a
distribution of stock upon the attainment of the performance
criteria outlined therein. Awards under the 2006-2008 Performance
Share Plan will be made in July 2006. The anticipated
distribution date is April 2009.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1 Employment Agreement dated March 29, 2006,
between AMR Corporation, American Airlines,
Inc. and Thomas W. Horton
Exhibit 99.1 Press release of AMR Corporation dated
March 29, 2006
Exhibit 99.2 2003-2005 Performance Share Plan for
Officers and Key Employees, as Amended and
Restated March 29, 2006
Exhibit 99.3 Form of 2003-2005 Performance Share
Agreement, as Amended and Restated March 29,
2006 (with awards to executive officers noted)
Exhibit 99.4 2004-2006 Performance Share Plan for
Officers and Key Employees, as Amended and
Restated March 29, 2006
Exhibit 99.5 Form of 2004-2006 Performance Share
Agreement, as Amended and Restated March 29,
2006 (with awards to executive officers noted)
Exhibit 99.6 2006-2008 Performance Share Plan for
Officers and Key Employees
Exhibit 99.7 Deferred Share Award Agreement as
Amended and Restated March 29, 2006
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: March 31, 2006