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: May 15, 2006
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 May 15, 2006, AMR Corporation (AMR), the parent company of
American Airlines, Inc., entered into an Underwriting Agreement
(the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the Underwriter) relating to the issuance and
sale of 15,002,091 shares (the 5/15/06 Shares) of AMR's common
stock, par value $1.00 per share (the Common Stock), at an
offering price to the public of $26.80 per share. AMR has
granted the Underwriter a 30-day option to purchase an additional
2,250,314 shares of Common Stock (together with the 5/15/06
Shares, the Shares), at the same price per share paid to AMR for
the 5/15/06 Shares, to cover over-allotments, if any. The
closing of the offering, which is subject to customary closing
conditions, is expected to occur on May 19, 2006.
The Shares 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 AMR's Preliminary
Prospectus Supplement dated May 15, 2006 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 May 15, 2006 between AMR
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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: May 18, 2006
EXHIBIT INDEX
Exhibit Description
1.1 Underwriting Agreement dated May 15, 2006 between AMR
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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)