SC 13G 1 april_13g-amr.txt ROTH-STARK FILINGS\2004\APRIL 13G - AMR SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* AMR Corporation ---------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 001765106 ------------ (CUSIP Number) August 8, 2003 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). SCHEDULE 13G CUSIP NO. 001765106 Page 2 of 6 _____________________________________________________________________________ NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 1 Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k) _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America _____________________________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARES 0 ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 13,117,859 ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 13,117,859 _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,117,859 _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON IN _____________________________________________________________________________ SCHEDULE 13G CUSIP NO. 001765106 Page 3 of 6 Item 1(a). Name of Issuer: AMR Corporation (the "Issuer") 4333 Amon Carter Blvd. Fort Worth, Texas 76155 Items 2(a), (b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship: This Schedule 13G is being filed on behalf of Michael A. Roth and Brian J. Stark, as joint filers (collectively, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235. Item 2(d). Title of Class of Securities: Common Stock of the Issuer (the "Common Stock") Item 2(e). CUSIP Number: 001765106 Item 3. Not applicable. Item 4. Ownership. (a) Amount beneficially owned: 13,117,859 shares of Common Stock (b) Percent of class: Based on 159,584,639 shares of Common Stock of the Issuer outstanding as of February 20, 2004 (as set forth in the Issuer's 10-K for the fiscal year ended December 31, 2003), the Reporting Persons hold approximately 8.2% of the issued and outstanding Common Stock of the Issuer. (c) Number of shares to which such person has: SCHEDULE 13G CUSIP NO. 001765106 Page 4 of 6 (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 13,117,859 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose of or direct the disposition of: 13,117,859 The Reporting Persons beneficially own an aggregate of 13,117,859 shares of Common Stock. The foregoing amount of Common Stock and percentage ownership represent the combined indirect holdings of Michael A. Roth and Brian J. Stark. The Reporting Persons are the founding members and direct the management of Staro Asset Management, L.L.C., a Wisconsin limited liability company ("Staro"), which acts as (a) the managing general partner of Reliant Trading and Stark Trading and (b) the investment manager of SF Capital Partners Ltd. and Shepherd Trading Limited. Through Staro, the Reporting Persons possess sole voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of a Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the SCHEDULE 13G CUSIP NO. 001765106 Page 5 of 6 securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SCHEDULE 13G CUSIP NO. 001765106 Page 6 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 12, 2004 /s/ Michael A. Roth ----------------------- Michael A. Roth /s/ Brian J. Stark ----------------------- Brian J. Stark SCHEDULE 13G CUSIP NO. 001765106 Exhibit 1 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 13G (including amendments thereto) with respect to 13,117,859 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 13G 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 April 12, 2004. /s/ Michael A. Roth ----------------------- Michael A. Roth /s/ Brian J. Stark ----------------------- Brian J. Stark