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
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 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.
American Airlines, Inc.
/s/ Charles D. MarLett
Charles D. MarLett
Corporate Secretary
Dated: March 31, 2006