-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LdsqJiYZDvWGizoaQlH4GtlAieWPTuY6tvK51QDf6Mk+Aqo4MQ05MIsvI78VuIOX EvsVCeDd2Z5BIL76c6wW5w== 0000950134-05-012388.txt : 20050623 0000950134-05-012388.hdr.sgml : 20050623 20050623155835 ACCESSION NUMBER: 0000950134-05-012388 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050623 DATE AS OF CHANGE: 20050623 GROUP MEMBERS: CRAIG HALL GROUP MEMBERS: HALL SEARCH GP LLC GROUP MEMBERS: PHOENIX/INWOOD CORP GROUP MEMBERS: SEARCH FINANCIAL SERVICES LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMR CORP CENTRAL INDEX KEY: 0000006201 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 751825172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33763 FILM NUMBER: 05912587 BUSINESS ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 76155 BUSINESS PHONE: 8179631234 MAIL ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 75261-9616 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hall Phoenix/Inwood Ltd CENTRAL INDEX KEY: 0001316981 IRS NUMBER: 752503042 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6801 GAYLORD PARKWAY CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 972 377 1100 MAIL ADDRESS: STREET 1: 6801 GAYLORD PARKWAY CITY: FRISCO STATE: TX ZIP: 75034 SC 13D/A 1 d26491a2sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

AMR Corporation
(Name of Issuer)

Common Stock, $1 Par Value
(Title of Class of Securities)

001765106
(CUSIP Number)

Donald L. Braun
Hall Phoenix/Inwood, Ltd.
6801 Gaylord Parkway
Frisco, Texas 75034
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 22, 2005
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

             
CUSIP No. 001765106
  1. Name of Reporting Person:
Hall Phoenix/Inwood, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
12,000,0001
8. Shared Voting Power:
0
9. Sole Dispositive Power:
12,000,0001
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
12,000,0001
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.44%2
  14.Type of Reporting Person (See Instructions):
PN
1  Represents shares owned directly by Hall Phoenix/Inwood, Ltd.
2  Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2005.

1

 

             
CUSIP No. 001765106
  1. Name of Reporting Person:
Phoenix/Inwood Corporation		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
12,000,0001
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
12,000,0001
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.44%2
  14.Type of Reporting Person (See Instructions):
CO
1  Represents shares owned directly by Hall Phoenix/Inwood, Ltd. The sole general partner of Hall Phoenix/Inwood, Ltd. is Phoenix/Inwood
    Corporation.
2  Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2005.

2

 

             
CUSIP No. 001765106
  1. Name of Reporting Person:
Search Financial Services, LP		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
12,000,0001
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
12,000,0001
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.44%2
  14.Type of Reporting Person (See Instructions):
PN
1  Represents shares owned directly by Hall Phoenix/Inwood, Ltd. The sole general partner of Hall Phoenix/Inwood, Ltd. is Phoenix/Inwood
    Corporation. The sole stockholder of Phoenix/Inwood Corporation is Search Financial Services, LP.
2  Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2005.

3

 

             
CUSIP No. 001765106
  1. Name of Reporting Person:
Hall Search GP, LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
12,000,0001
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
12,000,0001
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.44%2
  14.Type of Reporting Person (See Instructions):
OO
1  Represents shares owned directly by Hall Phoenix/Inwood, Ltd. Phoenix/Inwood Corporation is the sole general partner of Hall
    Phoenix/Inwood, Ltd. Search Financial Services, LP is the sole stockholder of Phoenix/Inwood Corporation. Hall Search GP, LLC is the
    sole general partner of Search Financial Services, LP.
2  Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2005.

4

 

             
CUSIP No. 001765106
  1. Name of Reporting Person:
Craig Hall		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
12,000,0001
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
12,000,0001
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.44%2
  14.Type of Reporting Person (See Instructions):
IN
1  Represents shares owned directly by Hall Phoenix/Inwood, Ltd. Phoenix/Inwood Corporation is the sole general partner of Hall
    Phoenix/Inwood, Ltd. Search Financial Services, LP is the sole stockholder of Phoenix/Inwood Corporation. Hall Search GP, LLC is the
    sole general partner of Search Financial Services, LP. Craig Hall is the sole manager and sole member of Hall Search GP, LLC.
2  Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2005.

5

 

AMENDMENT NO. 2 TO SCHEDULE 13D

     This Amendment No. 2 to Schedule 13D (the “Amendment No. 2”) relating to the Common Stock, $1.00 par value, of AMR Corporation, a Delaware corporation, amends and supplements Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on May 3, 2005. This Amendment No. 2 hereby amends and restates the information in the Amendment No. 1 to Schedule 13D in its entirety.

     Item 1. Security and Issuer

     The class of equity securities to which this Schedule 13D relates is the Common Stock, $1.00 par value (the “Common Stock”), of AMR Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 4333 Amon Carter Blvd., Fort Worth, Texas 76155.

     Item 2. Identity and Background

     1. Hall Phoenix/Inwood, Ltd.

     (a) (b) and (f) Hall Phoenix/Inwood, Ltd. is a Texas limited partnership. Its principal office is at 6801 Gaylord Parkway, Suite 100, Frisco, Texas, 75034. The General Partner of Hall Phoenix/Inwood, Ltd. is Phoenix/Inwood Corporation.

     (c) The principal business of Hall Phoenix/Inwood, Ltd. is to invest in public and private investment opportunities.

     (d) and (e) To the best knowledge of Hall Phoenix/Inwood, Ltd., none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     2. Phoenix/Inwood Corporation

     (a) (b) and (f) Phoenix/Inwood Corporation is a Texas corporation. Its principal office is at 6801 Gaylord Parkway, Suite 100, Frisco, Texas, 75034.

     The names of the executive officers and directors of Phoenix/Inwood Corporation, their addresses, citizenship and principal occupations are as follows:

                       
 
Name and Office Held
    Business Address     Citizenship     Principal Occupation or
Employment
 		  
 
Donald L. Braun, President,
Treasurer and Director
     6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States     President of Hall
Financial Group GP, Inc.
  
 
Mark Depker, Executive Vice
President
     6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States     Executive Vice President
of Hall Financial Group
GP, Inc.		  
 
Larry E. Levey
Executive Vice President,
and Secretary
     6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States     Executive Vice President
of Hall Financial Group
GP, Inc.		  
 

6

 

                       
 
Mike Jaynes
Senior Vice President
     6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States     Senior Vice President of
Hall Financial Group GP,
Inc.		  
 
Mark LaCourse
Senior Vice President
     6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States     Senior Vice President of
Hall Financial Group GP,
Inc.		  
 
Craig Hall
Director
     6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States     Chairman of Hall Financial
Group GP, Inc.		  
 

     (c) The principal business of Phoenix/Inwood Corporation is to serve as General Partner of affiliated entities.

     (d) and (e) To the best knowledge of Phoenix/Inwood Corporation, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     3. Search Financial Services, LP

     (a) (b) and (f) Search Financial Services, LP is a Delaware limited partnership. Its principal office is at 6801 Gaylord Parkway, Suite 100, Frisco, Texas, 75034. The sole General Partner of Search Financial Services, LP is Hall Search GP, LLC.

     (c) The principal business of Search Financial Services, LP is to provide asset management and financial management services to affiliated businesses.

     (d) and (e) To the best knowledge of Search Financial Services, LP, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     4. Hall Search GP, LLC

     (a) (b) and (f) Hall Search GP, LLC is a Delaware limited liability company. Its principal office is at 6801 Gaylord Parkway, Suite 100, Frisco, Texas, 75034. The sole manager and sole member of Hall Search GP, LLC is Craig Hall.

     (c) The principal business of Hall Search GP, LLC is to serve as General Partner of Search Financial Services, LP.

                       
 
Name and Office Held
    Business Address
    Citizenship
    Principal Occupation or
Employment
 		  
 
Donald L Braun,
President, Treasurer
and Director
    6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States
    President of Hall
Financial Group GP, Inc.		  
 

7

 

                       
 
Mark Depker, Executive
Vice President
    6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States
    Executive Vice President
of Hall Financial Group
GP, Inc.		  
 
Larry E. Levey
Executive Vice President,
and Secretary
    6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States


    Executive Vice President
of Hall Financial Group
GP, Inc.
 
 
Janet Roznowski
Vice President
    32600 Five Mile Road
Livonia, MI 48154
  		    United States
    Vice President of Hall
Financial Group GP, Inc.		  
 
Keith Taylor
Treasurer
    6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States

    Controller of Hall
Financial Group GP, Inc.
 
 
Craig Hall
Director
    6801 Gaylord Parkway
Suite 100
Frisco, Texas 75034
  		    United States
    Chairman of Hall Financial
Group GP, Inc.		  
 

     (d) and (e) To the best knowledge of Hall Search GP, LLC, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     5. Craig Hall

     (a) (b) and (f) Craig Hall is United States citizen whose business address is 6801 Gaylord Parkway, Suite 100, Frisco, Texas, 75034.

     (c) Mr. Hall is principally employed as Chairman of Hall Financial Group GP, Inc.

     (d) and (e) To the best of Craig Hall’s knowledge, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     Item 3. Source and Amount of Funds or Other Consideration

     The aggregate purchase price of the 12,000,000 shares of Common Stock was $111,608,662.28. The source of funds for the purchases of Common Stock was the working capital of Hall Phoenix/Inwood, Ltd. Certain of the shares of Common Stock were purchased through margin accounts maintained with Wells Fargo Brokerage Services, LLC and Bear Stearns, which may extend margin credit to Hall Phoenix/Inwood, Ltd. or persons under its investment discretion as and when required to open or carry positions in these margin accounts, subject to applicable Federal margin regulations, stock exchange rules and its credit policies.

     Item 4. Purpose of Transaction.

     The purpose of the purchase of the Common Stock by Hall Phoenix/Inwood, Ltd. was to acquire the securities for investment purposes. Hall Phoenix/Inwood, Ltd., or any of the parties listed in Item 2, depending upon market conditions and other factors, in the future may acquire additional shares of Common Stock or dispose in the

8

 

open market or in private transactions all or a portion of the Common Stock which Hall Phoenix/Inwood, Ltd., or any of the parties listed in Item 2, now owns or hereafter may acquire.

     Hall Phoenix/Inwood, Ltd. and the parties listed in Item 2 have no present plans or proposals that relate to, or would result in, an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, a sale or transfer of any of the Issuer’s assets, a change in the present Board of Directors or management of the Issuer, a change in the present capitalization or dividend policy of the Issuer, any other material change in the Issuer’s business or corporate structure, changes in the Issuer’s charter or bylaws or with respect to the delisting or deregistration of any of the Issuer’s securities. However, at some time in the future, Hall Phoenix/Inwood, Ltd., or any of the parties listed in Item 2, may decide that it is desirable to engage in or participate in any of the aforementioned transactions or to seek to acquire the Issuer or seek to control or otherwise influence the management and policies of the Issuer or engage in any transactions having the same purpose or effect.

     Item 5. Interest in Securities of the Issuer

(a) and (b) The following includes information regarding the interest in securities of the Issuer held by the reporting persons.

     1. Hall Phoenix/Inwood, Ltd.

         
(a) Amount beneficially owned:
     12,000,000 1
 
        
(b) Percentage of class:
     7.44 %2
 
        
(c) Number of shares as to which such person has:
        
 
        
(i) sole power to vote or to direct the vote:
     12,000,000 1
 
        
(ii) shared power to vote or to direct the vote:
     0  
 
        
(iii) sole power to dispose or direct the disposition of:
     12,000,000 1
 
        
(iv) shared power to dispose or direct the disposition of:
     0  

1   Represents shares held directly by Hall Phoenix/Inwood, Ltd.
 
2   Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

     2. Phoenix/Inwood Corporation

         
(a) Amount beneficially owned:
     12,000,000 1
 
        
(b) Percentage of class:
     7.44 %2
 
        
(c) Number of shares as to which such person has:
        
 
        
(i) sole power to vote or to direct the vote:
     0  
 
        
(ii) shared power to vote or to direct the vote:
     0  
 
        
(iii) sole power to dispose or direct the disposition of:
     0  
 
        
(iv) shared power to dispose or direct the disposition of:
     12,000,000 1

9

 

1   Represents shares held directly by Hall Phoenix/Inwood, Ltd. The sole general partner of Hall Phoenix/Inwood, Ltd. is Phoenix/Inwood Corporation.

2   Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

     3. Search Financial Services, LP

         
(a) Amount beneficially owned:
     12,000,000 1
 
        
(b) Percentage of class:
     7.44 %2
 
        
(c) Number of shares as to which such person has:
        
 
        
(i) sole power to vote or to direct the vote:
     12,000,000  
 
        
(ii) shared power to vote or to direct the vote:
     0  
 
        
(iii) sole power to dispose or direct the disposition of:
     12,000,000 1
 
        
(iv) shared power to dispose or direct the disposition of:
     0  

1   Represents shares held directly by Hall Phoenix/Inwood, Ltd. Phoenix/Inwood Corporation is the sole general partner of Hall Phoenix/Inwood, Ltd. Search Financial Services, LP is the sole stockholder of Phoenix/Inwood Corporation.

2   Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

     4. Hall Search GP, LLC

         
(a) Amount beneficially owned:
     12,000,000 1
 
        
(b) Percentage of class:
     7.44 %2
 
        
(c) Number of shares as to which such person has:
        
 
        
(i) sole power to vote or to direct the vote:
     0  
 
        
(ii) shared power to vote or to direct the vote:
     0  
 
        
(iii) sole power to dispose or direct the disposition of:
     0  
 
        
(iv) shared power to dispose or direct the disposition of:
     12,000,000 1

1   Represents shares held directly by Hall Phoenix/Inwood, Ltd. Phoenix/Inwood Corporation is the sole general partner of Hall Phoenix/Inwood, Ltd. Search Financial Services, LP is the sole stockholder of Phoenix/Inwood Corporation. Hall Search GP, LLC is the sole general partner of Search Financial Services, LP.

2   Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

     5. Craig Hall

         
(a) Amount beneficially owned:
     12,000,000 1
 
        
(b) Percentage of class:
     7.44 %2

10

 

         
 
        
(c) Number of shares as to which such person has:
        
 
        
(i) sole power to vote or to direct the vote:
     0  
 
        
(ii) shared power to vote or to direct the vote:
     0  
 
        
(iii) sole power to dispose or direct the disposition of:
     0  
 
        
(iv) shared power to dispose or direct the disposition of:
     12,000,000 1

1     Represents shares held directly by Hall Phoenix/Inwood, Ltd. Phoenix/Inwood Corporation is the sole general partner of Hall Phoenix/Inwood, Ltd. Search Financial Services, LP is the sole stockholder of Phoenix/Inwood Corporation. Hall Search GP, LLC is the sole general partner of Search Financial Services, LP. Craig Hall is the sole manager and sole member of Hall Search GP, LLC.

2    Assumes a total of 161,390,494 shares outstanding based on the amount reported in AMR Corporation’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

(c) Attached as Exhibit 7.1 is a schedule of transactions in Common Stock by Hall Phoenix/Inwood, Ltd., which is the only filer that directly holds Common Stock.

  Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Except as set forth herein or in the Exhibits filed herewith, there are no contracts, arrangements, understanding or relationships of the type required to be disclosed in response to Item 6 of Schedule 13D of the Act with respect to the Common Stock owned by the reporting persons.

  Item 7. Material to be Filed as Exhibits.

     7.1      Schedule of transactions in Common Stock

     7.2      Schedule 13D Joint Filing Agreement

11

 

SIGNATURES

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
June 23, 2005  HALL PHOENIX/INWOOD, LTD.
 		  
  By:   Phoenix/Inwood Corporation, its General Partner  
         
  By:   /s/ Donald L. Braun    
    Donald L. Braun, President   
         
  PHOENIX/INWOOD CORPORATION
 		  
  By:   /s/ Donald L. Braun    
    Donald L. Braun, President   
         
  SEARCH FINANCIAL SERVICES, LP
 		  
  By:   Hall Search GP, LLC, its General Partner    
         
  By:   /s/ Donald L. Braun    
    Donald L. Braun, President/Treasurer   
         
  HALL SEARCH GP, LLC
 		  
  By:   /s/ Donald L. Braun    
    Donald L. Braun, President/Treasurer   
         
  /s/ Craig Hall    
  CRAIG HALL   
     
 

12

 

EXHIBIT INDEX

     7.1*      Schedule of Transactions in Common Stock

     7.2*      Schedule 13D Joint Filing Agreement

* Filed herewith

 

EX-7.1 2 d26491a2exv7w1.htm SCHEDULE OF TRANSACTIONS IN COMMON STOCK exv7w1
 

EXHIBIT 7.1

TRANSACTIONS IN COMMON STOCK

Hall Phoenix/Inwood, Ltd.
AMR Corporation Common Stock

                         
Trade   Settle           Price/   How
Date   Date   Quantity   Share   Purchased
10/20/2004
  10/25/2004     100,000     $ 6.54     Open Market
10/21/2005
  10/26/2004     100,000     $ 6.64     Open Market
10/22/2004
  10/27/2004     300,000     $ 6.62     Open Market
10/25/2004
  10/28/2004     16,500     $ 7.04     Open Market
11/3/2004
  11/8/2004     100,000     $ 8.09     Open Market
11/22/2004
  11/26/2004     83,500     $ 8.73     Open Market
11/29/2004
  12/2/2004     65,000     $ 9.01     Open Market
12/13/2004
  12/16/2004     35,000     $ 10.23     Open Market
12/21/2004
  12/27/2004     44,300     $ 9.96     Open Market
12/21/2004
  12/27/2004     66,400     $ 10.01     Open Market
1/6/2005
  1/11/2005     80,000     $ 8.73     Open Market
1/7/2005
  1/12/2005     250,000     $ 8.94     Open Market
1/10/2005
  1/13/2005     500,000     $ 8.78     Open Market
1/11/2005
  1/14/2005     500,000     $ 8.81     Open Market
1/12/2005
  1/18/2005     750,000     $ 8.56     Open Market
1/13/2005
  1/19/2005     927,000     $ 8.50     Open Market
1/14/2005
  1/20/2005     588,100     $ 8.63     Open Market
1/18/2005
  1/21/2005     500,000     $ 8.80     Open Market
1/19/2005
  1/24/2005     200,000     $ 8.76     Open Market
1/20/2005
  1/25/2005     107,400     $ 8.68     Open Market
1/21/2005
  1/26/2005     1,000,000     $ 8.46     Open Market
1/24/2005
  1/27/2005     1,282,700     $ 8.03     Open Market
1/25/2005
  1/28/2005     400,000     $ 8.29     Open Market
3/3/2005
  3/8/2005     657,000     $ 8.52     Open Market
3/23/2005
  3/28/2005     50,000     $ 9.84     Open Market
3/29/2005
  4/1/2005     3,200     $ 9.65     Open Market
3/31/2005
  4/5/2005     100,000     $ 10.81     Open Market
4/1/2005
  4/6/2005     200,000     $ 10.55     Open Market
4/5/2005
  4/8/2005     100,000     $ 11.19     Open Market
4/6/2005
  4/11/2005     100,000     $ 11.12     Open Market
4/8/2005
  4/13/2005     100,000     $ 11.46     Open Market
4/19/2005
  4/22/2005     100,000     $ 10.13     Open Market
4/22/2005
  4/27/2005     300,000     $ 10.25     Open Market
4/25/2005
  4/28/2005     56,900     $ 10.21     Open Market
4/27/2005
  5/2/2005     100,000     $ 10.07     Open Market
4/28/2005
  5/3/2005     150,000     $ 10.22     Open Market
4/29/2005
  5/4/2005     237,000     $ 9.94     Open Market
5/2/2005
  5/5/2005     40,000     $ 10.28     Open Market
5/12/2005
  5/15/2005     150,000     $ 10.96     Open Market
6/17/2005
  6/22/2005     1,000,000     $ 12.77     Open Market
6/20/2005
  6/23/2005     211,700     $ 12.77     Open Market
6/21/2005
  6/24/2005     80,000     $ 13.02     Open Market
6/22/2005
  6/27/2005     268,300     $ 13.11     Open Market
 
 
        12,000,000              
 

 

EX-7.2 3 d26491a2exv7w2.htm SCHEDULE 13D JOINT FILING AGREEMENT exv7w2
 

EXHIBIT 7.2

SCHEDULE 13D
JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to 12,000,000 shares of Common Stock, of AMR Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

     IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on June 23, 2005.
         
  HALL PHOENIX/INWOOD, LTD.
  
 
  By:   Phoenix/Inwood Corporation, its General Partner  
         
  By:   /s/ Donald L. Braun    
    Donald L. Braun, President   
         
  PHOENIX/INWOOD CORPORATION
 		  
  By:   /s/ Donald L. Braun    
    Donald L. Braun, President   
         
  SEARCH FINANCIAL SERVICES, LP
 		  
  By:   Hall Search GP, LLC, its General Partner    
         
  By:   /s/ Donald L. Braun    
    Donald L. Braun, President/Treasurer   
         
  HALL SEARCH GP, LLC
 		  
  By:   /s/ Donald L. Braun    
    Donald L. Braun, President/Treasurer   
         
  /s/ Craig Hall    
  CRAIG HALL   

 

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