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 12, 2013
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.)
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:
| x | 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 8.01. | Other Events |
On November 12, 2013, US Airways Group, Inc. (“US Airways”) and AMR Corporation (“AMR”) issued a joint press release announcing that US Airways and AMR have settled the litigation brought by the U.S. Department of Justice, the States of Arizona, Florida, Michigan and Tennessee, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia challenging the proposed merger between AMR and US Airways. AMR and US Airways also announced an agreement with the U.S. Department of Transportation related to small community service from Washington Reagan National Airport. A copy of the joint press release issued by US Airways and AMR is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. These forward-looking statements are based on AMR’s and US Airways’ current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. The following factors, among others, could cause actual results and financial position and timing of certain events to differ materially from those described in the forward-looking statements: the challenges and costs of the proposed transaction, including integrating operations and our ability to achieve anticipated annual net synergies of more than $1 billion in 2015; the effects of divestitures pursuant to the settlement; the price of, market for and potential market price volatility of US Airways common stock, AMR common stock and the common stock of the ultimate parent entity following the closing of the proposed transaction; significant liquidity requirements and substantial levels of indebtedness of the combined company following the closing; potential limitations on the use of certain tax attributes following the closing; failure of the proposed transaction to be completed; and other economic, business, competitive, and/or regulatory factors affecting the business of the combined company after the closing and the businesses of US Airways and AMR generally, including those set forth in the filings of US Airways and AMR with the SEC, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of their respective annual reports on Form 10-K and quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings, including the registration statement and the proxy statement/prospectus related to the proposed transaction. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements. Neither AMR nor US Airways assumes any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements except as required by law.
Additional Information and Where To Find It
INVESTORS AND SECURITY HOLDERS OF US AIRWAYS ARE URGED TO READ THE RELEVANT DOCUMENTS FILED BY AMR AND US AIRWAYS WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of AMR’s and US Airways’ SEC filings through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by US Airways can be obtained free of charge on US Airways’ website at www.usairways.com or by directing a written request to US Airways Group, Inc., 111 West Rio Salado Parkway, Tempe, Arizona 85281, Attention: Vice President, Legal Affairs. Copies of the documents filed with the SEC by AMR can be obtained free of charge on AMR’s website at www.aa.com or by directing a written request to AMR Corporation, P.O. Box 619616, MD 5675, Dallas/Fort Worth International Airport, Texas 75261-9616, Attention: Investor Relations or by emailing investor.relations@aa.com.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release. | |
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/ Kenneth W. Wimberly |
| Kenneth W. Wimberly |
| Corporate Secretary |
Dated: November 12, 2013
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: November 12, 2013
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release. | |