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 8, 2005
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 2.03. Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement
of the Registrant.
On November 8, 2005, the New York City Industrial
Development Agency (the "IDA") issued $800 million of special
facility revenue bonds on behalf of American Airlines, Inc. (the
"Company"). Proceeds from the bonds generally will be used to
finance or reimburse the Company for certain construction costs
related to the Company's new terminal at John F. Kennedy
International Airport. The Company is responsible for debt
service on the bonds and will consolidate the debt in its
financial statements. The bonds are guaranteed by both the
Company and AMR Corporation ("AMR"), the Company's parent
corporation. The Company's and AMR's obligations under these
guaranties are secured by a mortgage of its interest in its lease
of the terminal and related property from the Port Authority of
New York and New Jersey.
The bonds were issued in different maturities and bear
interest as follows:
Maturity
Date
Amount (August 1) Interest Rate
$59,290,000 2011 7.125%
$90,040,000 2016 7.500%
$230,700,000 2025 7.625%
$118,020,000 2028 8.000%
$301,950,000 2031 7.750%
The bonds, in aggregate, priced at approximately 97% of par
value; thus, net of original issue discount, proceeds from the
offering were approximately $775 million. Of that amount, $206
million was placed in escrow to reimburse the Company for future
remaining construction costs between now and the end of 2007. An
additional $77 million was escrowed for debt service reserves,
ultimately offsetting some of the Company's future debt service
obligation through 2031. After these items, and issuance fees of
approximately $20 million, the Company, at closing, received
approximately $470 million as reimbursement of construction costs
incurred to date.
The bonds maturing after August 1, 2016 are subject to
optional redemption during specified periods. The bonds maturing
prior to August 1, 2016 are not subject to optional redemption.
The bonds of each maturity are subject to mandatory sinking fund
redemption at specified dates. In addition, the bonds are
subject to mandatory redemption if the lease under which the
Company leases the terminal to the IDA is terminated (including
by reason of the termination of the Company's lease of the
terminal from the Port Authority of New York and New Jersey) or
if interest on the bonds is determined to be taxable.
Amounts payable with respect to the bonds can be accelerated
upon the occurrence of certain events of default, including
failure to pay principal and interest when due and the occurrence
of certain bankruptcy events with respect to the Company or AMR.
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: November 10, 2005