-----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, K4T/d8Clm3KzXxAZT3OnR+7uFr8t/UoQfu7gsJ8+pk2QsNKGlEg/Pl1Z+RQH8S7k B7be3DX2AGGVVx/GNpmsLw== 0000006201-99-000009.txt : 19990225 0000006201-99-000009.hdr.sgml : 19990225 ACCESSION NUMBER: 0000006201-99-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990224 ITEM INFORMATION: FILED AS OF DATE: 19990224 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08400 FILM NUMBER: 99549056 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 8-K 1 1 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: February 22, 1999 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) 2 Item 5. Other Events On November 19, 1998, American Airlines, Inc., a Delaware Corporation and wholly-owned subsidiary of the AMR Corporation ("American"), Bonanza Acquisitions, Inc., a Nevada Corporation and a wholly-owned subsidiary of American ("Bonanza") and Reno Air, Inc., a Nevada Corporation ("Reno") entered into an Agreement and Plan of Merger pursuant to which American agreed to acquire Reno in a two-step transaction. On November 24, 1998, Bonanza commenced a cash tender offer, (the "Offer") to acquire all of the issued and outstanding shares of (i) Common Stock, par value $.01 per share (the "Reno Common Stock") of Reno at a price of $7.75 per share and (ii) Series A Cumulative Convertible Exchangeable Preferred Stock, par value $.001 per share (the "Reno Preferred Stock") of Reno at a price of $27.50 per share, in each case net to the seller in cash. The Offer expired at midnight on December 22, 1998. On December 23, 1998, Bonanza accepted for payment all shares of Reno Common Stock and Reno Preferred Stock validly tendered and not withdrawn prior to the expiration of the Offer. On February 22, 1999, the merger of Bonanza with and into Reno was completed, with Reno as the surviving company. Reno is now a wholly-owned subsidiary of American. As a result of the merger, each share of Reno Common Stock was converted into the right to receive $7.75 per share and each share of Reno Preferred Stock was converted into the right to receive $27.50 per share, other than those shares of Reno Common Stock and Reno Preferred Stock cancelled in the Merger. 3 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/Charles D. Marlett Charles D. MarLett Corporate Secretary Dated: February 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----