UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 24, 2002
American Airlines, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-2691 13-1502798
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
4333 Amon Carter Blvd. Fort Worth, Texas 76155
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(Address of principal executive offices) (Zip Code)
(817) 963-1234
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(Registrant's telephone number)
ITEM 7. EXHIBITS. The following documents are filed with reference to the
Registration Statement on Form S-3 (Registration No. 333-84292) of American
Airlines, Inc. ("American"):
1 Underwriting Agreement, dated as of September 17, 2002, between
American and Salomon Smith Barney Inc. and J.P. Morgan Securities
Inc.
4(a)(1) Pass Through Trust Agreement, dated as of March 21, 2002, between
American and State Street Bank and Trust Company of Connecticut,
National Association, as Trustee (the "Pass Through Trustee")
4(a)(2) Trust Supplement No. 2002-1G, dated as of September 24, 2002, between
American and the Pass Through Trustee
4(a)(3) Form of American Airlines Pass Through Certificate, Series 2002-1G
(included in Exhibit 4(a)(2))
4(b)(1) Intercreditor Agreement, dated as of September 24, 2002, among the
Pass Through Trustee, WestLB AG, New York Branch, as Class G and
Class C Primary Liquidity Provider (the "Primary Liquidity
Provider"), Credit Suisse First Boston International, as Class G
Above-Cap Liquidity Provider (the "Above-Cap Liquidity Provider"),
State Street Bank and Trust Company of Connecticut, National
Association, as Subordination Agent (the "Subordination Agent") and
MBIA Insurance Corporation, as Policy Provider (the "Policy
Provider")
4(c)(1) Revolving Credit Agreement (2002-1G), dated as of September 24, 2002,
between the Subordination Agent and the Primary Liquidity Provider
4(d)(1) ISDA Master Agreement, dated as of September 24, 2002, between the
Above-Cap Liquidity Provider and the Subordination Agent
4(d)(2) Schedule to the Master Agreement, dated as of September 24, 2002,
between the Above-Cap Liquidity Provider and the Subordination Agent
4(d)(3) Class G Above-Cap Liquidity Facility Confirmation, dated September
24, 2002, from the Above-Cap Liquidity Provider to the Subordination
Agent
4(e)(1) MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated
September 24, 2002, Policy No. 37875, issued to the Subordination
Agent by the Policy Provider
4(e)(2) Insurance and Indemnity Agreement, dated as of September 24, 2002, by
and among the Policy Provider, American, the Subordination Agent and
the Pass Through Trustee
4(e)(3) Indemnification Agreement, dated as of September 24, 2002, by and
among American, the Policy Provider, Salomon Smith Barney Inc., J.P.
Morgan Securities Inc., Credit Suisse First Boston Corporation,
Merrill Lynch Pierce Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated and WestLB AG, London Branch
4(f)(1) Participation Agreement, dated as of September 24, 2002, among
American, the Pass Through Trustee, the Subordination Agent, State
Street Bank and Trust Company of Connecticut, National Association,
as Loan Trustee (the "Loan Trustee") and State Street Bank and Trust
Company of Connecticut National Association, in its individual
capacity as set forth therein, relating to one Boeing 757-223
aircraft bearing United States registration number N604AA ("N604AA")
4(f)(2) Indenture and Security Agreement, dated as of September 24, 2002,
between American and the Loan Trustee, relating to N604AA
4(f)(3) Form of Series 2002-1 Equipment Notes, relating to N604AA (included
in Exhibit 4(f)(2))
23(a) Consent, dated September 13, 2002, of Aircraft Information Services,
Inc.
23(b) Consent, dated September 13, 2002, of Aviation Solutions, Inc.
23(c) Consent, dated September 13, 2002, of Morton Beyer & Agnew
23(d) Consent, dated September 16, 2002, of PricewaterhouseCoopers LLP,
independent accountants for MBIA Inc. and subsidiaries and MBIA
Insurance Corporation and subsidiaries
99(a) Schedule I
Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99(a)
filed herewith contains a list of other documents applicable to the Boeing
aircraft that relate to the offering of American's Pass Through Certificates,
Series 2002-1, which documents are substantially identical to those applicable
to the Boeing 757-223 aircraft bearing United States registration number N604AA
and which are filed herewith as Exhibits 4(f)(1), 4(f)(2) and 4(f)(3). Exhibit
99(a) sets forth the details by which such other documents differ from the
corresponding documents filed in respect of the aircraft bearing United States
registration number N604AA.
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
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Charles D. MarLett
Corporate Secretary
Dated: November 25, 2002
EXHIBIT INDEX
Exhibit
Number Description of Document
1 Underwriting Agreement, dated as of September 17, 2002, between
American and Salomon Smith Barney Inc. and J.P. Morgan Securities
Inc.
4(a)(1) Pass Through Trust Agreement, dated as of March 21, 2002, between
American and State Street Bank and Trust Company of Connecticut,
National Association, as Trustee (the "Pass Through Trustee")
4(a)(2) Trust Supplement No. 2002-1G, dated as of September 24, 2002, between
American and the Pass Through Trustee
4(a)(3) Form of American Airlines Pass Through Certificate, Series 2002-1G
(included in Exhibit 4(a)(2))
4(b)(1) Intercreditor Agreement, dated as of September 24, 2002, among the
Pass Through Trustee, WestLB AG, New York Branch, as Class G and
Class C Primary Liquidity Provider (the "Primary Liquidity
Provider"), Credit Suisse First Boston International, as Class G
Above-Cap Liquidity Provider (the "Above-Cap Liquidity Provider"),
State Street Bank and Trust Company of Connecticut, National
Association, as Subordination Agent (the "Subordination Agent") and
MBIA Insurance Corporation, as Policy Provider (the "Policy
Provider")
4(c)(1) Revolving Credit Agreement (2002-1G), dated as of September 24, 2002,
between the Subordination Agent and the Primary Liquidity Provider
4(d)(1) ISDA Master Agreement, dated as of September 24, 2002, between the
Above-Cap Liquidity Provider and the Subordination Agent
4(d)(2) Schedule to the Master Agreement, dated as of September 24, 2002,
between the Above-Cap Liquidity Provider and the Subordination Agent
4(d)(3) Class G Above-Cap Liquidity Facility Confirmation, dated September
24, 2002, from the Above-Cap Liquidity Provider to the Subordination
Agent
4(e)(1) MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated
September 24, 2002, Policy No. 37875, issued to the Subordination
Agent by the Policy Provider
4(e)(2) Insurance and Indemnity Agreement, dated as of September 24, 2002, by
and among the Policy Provider, American, the Subordination Agent and
the Pass Through Trustee
4(e)(3) Indemnification Agreement, dated as of September 24, 2002, by and
among American, the Policy Provider, Salomon Smith Barney Inc., J.P.
Morgan Securities Inc., Credit Suisse First Boston Corporation,
Merrill Lynch Pierce Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated and WestLB AG, London Branch
4(f)(1) Participation Agreement, dated as of September 24, 2002, among
American, the Pass Through Trustee, the Subordination Agent, State
Street Bank and Trust Company of Connecticut, National Association,
as Loan Trustee (the "Loan Trustee") and State Street Bank and Trust
Company of Connecticut National Association, in its individual
capacity as set forth therein, relating to one Boeing 757-223
aircraft bearing United States registration number N604AA ("N604AA")
4(f)(2) Indenture and Security Agreement, dated as of September 24, 2002,
between American and the Loan Trustee, relating to N604AA
4(f)(3) Form of Series 2002-1 Equipment Notes, relating to N604AA (included
in Exhibit 4(f)(2))
23(a) Consent, dated September 13, 2002, of Aircraft Information Services,
Inc.
23(b) Consent, dated September 13, 2002, of Aviation Solutions, Inc.
23(c) Consent, dated September 13, 2002, of Morton Beyer & Agnew
23(d) Consent, dated September 16, 2002, of PricewaterhouseCoopers LLP,
independent accountants for MBIA Inc. and subsidiaries and MBIA
Insurance Corporation and subsidiaries
99(a) Schedule I