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American Airlines, Inc. (Exact Name of Registrant As Specified in Its Charter)

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American Airlines, Inc. (Exact Name of Registrant As Specified in Its Charter) Table of Contents As filed with the Securities and Exchange Commission on May 21, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Airlines, Inc. (Exact name of registrant as specified in its charter) Delaware 4512 13-1502798 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 4333 Amon Carter Blvd., Fort Worth, Texas 76155 (817) 963-1234 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Kenneth W. Wimberly, Jr. Vice President, Deputy General Counsel and Assistant Corporate Secretary American Airlines, Inc. 4333 Amon Carter Blvd. Fort Worth, Texas 76155 (817) 963-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Paul M. Rodel, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022 (212) 909-6000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered Per Unit Offering Price(1) Registration Fee (1) Pass Through Certificates, Series 2013-1A $506,746,000 100% $493,017,670 $63,500.68 Pass Through Certificates, Series 2013-1B $156,632,000 100% $152,044,330 $19,583.31 Pass Through Certificates, Series 2013-1C $119,769,000 100% $119,769,000 $15,426.25 (1) Pursuant to Rule 457(f)(2), the registration fee has been calculated using the book value of the securities being registered. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated May 21, 2014 $783,147,000 Offer to Exchange Pass Through Certificates, Series 2013-1 Which have been registered under the Securities Act of 1933, For any and all outstanding Pass Through Certificates, Series 2013-1 The New Certificates • The forms and terms of the new pass through certificates we are issuing will be identical in all material respects to the forms and terms of the outstanding pass through certificates, except that (a) the new pass through certificates are being registered under the Securities Act of 1933, as amended, and will not contain restrictions on transfer (except as otherwise described in this prospectus) and (b) the new pass through certificates will not contain provisions relating to interest rate increases with respect to registration rights. • Notwithstanding any registration under the Securities Act, the New Class B Certificates and the New Class C Certificates will be permitted to be sold only to qualified institutional buyers, as defined in Rule 144A under the Securities Act, for so long as they are outstanding (as described under “Transfer Restrictions” beginning on page 98) The Exchange Offer • The exchange offer expires at 5:00 p.m., New York City time, on , 2014, unless we extend it. • No public market currently exists for the old pass through certificates or the new pass through certificates. The new pass through certificates will not be listed on any national securities exchange. Investing in the new pass through certificates and participating in the Exchange Offer involves risks that are described in the “Risk Factors” section beginning on page 22 of this prospectus. Aggregate Face Interest Final Expected Pass Through Certificates Amount Rate Distribution Date Class A $ 506,746,000 4.000% July 15, 2025 Class B 156,632,000 5.625 January 15, 2021 Class C 119,769,000 6.125 July 15, 2018 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2014. Table of Contents We have not authorized anyone to provide you with information other than the information contained in this prospectus and the documents incorporated by reference in this prospectus or to which we have referred you. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus or any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. Neither the delivery of this prospectus nor any distribution of securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in our business, financial condition, results of operations or prospects, or in the affairs of the Trusts or the Liquidity Providers, since the date of this prospectus. This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge to you upon written or oral request. If you would like a copy of any of this information, please submit your request to Corporate Secretary, American Airlines, Inc., 4333 Amon Carter Blvd., Fort Worth, Texas 76155 (telephone: (817) 963-1234). See also “Where You Can Find More Information.” In order to obtain timely delivery of any information that you request, you must submit your request no later than , 2014, which is five business days before the date the Exchange Offer is scheduled to expire. TABLE OF CONTENTS Prospectus Page Page PRESENTATION OF INFORMATION iii Withdrawal of Tenders 35 NOTE CONCERNING FORWARD-LOOKING Conditions 35 STATEMENTS iii Exchange Agent 36 WHERE YOU CAN FIND MORE INFORMATION v Fees and Expenses 36 PROSPECTUS SUMMARY 1 USE OF PROCEEDS 37 The Company 1 DESCRIPTION OF THE CERTIFICATES 38 The Exchange Offer 1 General 38 Summary of Terms of Certificates 6 Payments and Distributions 39 Equipment Notes and the Aircraft 7 Subordination 41 Loan to Aircraft Value Ratios 9 Pool Factors 42 Cash Flow Structure 11 Reports to Certificateholders 43 The Certificates 12 Indenture Events of Default and Certain Rights Upon an Summary Historical Consolidated Financial and Operating Indenture Event of Default 44 Data 20 Certificate Buyout Right of Certificateholders 46 RISK FACTORS 22 PTC Event of Default 47 Risk Factors Relating to the Company 22 Merger, Consolidation and Transfer of Assets 47 Risk Factors Relating to the Certificates and the Exchange Offer 22 Modification of the Pass Through Trust Agreements and THE EXCHANGE OFFER 29 Certain Other Agreements 48 General 29 Termination of the Trusts 52 Expiration Date; Extensions; Amendments; Termination 31 The Trustees 52 Distributions on the New Certificates 32 Book-Entry Registration; Delivery and Form 53 Procedures for Tendering 32 DESCRIPTION OF THE LIQUIDITY FACILITIES 57 Acceptance of Old Certificates for Exchange; Delivery of New General 57 Certificates
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