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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 Report (Date of earliest event reported) December 19, 1995
TRANS WORLD AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-07815 43-1145889
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
One City Centre
515 North Sixth Street
St. Louis, Missouri 63101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 314-589-3261
________________________________________________________________________
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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See the attached press release dated December 19, 1995.
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 thereunto duly authorized.
TRANS WORLD AIRLINES, INC.
By /s/ Richard P. Magurno
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Name: Richard P. Magurno
Title: Senior Vice President
and General Counsel
December 29, 1995
Trans World Airlines, Inc. Adopts Stockholder Rights Plan
St. Louis, Missouri -- December 19, 1995 -- Trans World
Airlines, Inc. (AMEX: TWA) announced today that its Board of Directors
adopted a Stockholder Rights Plan designed to enhance the Board's ability
to protect stockholders against, among other things, unsolicited attempts
to acquire control of TWA that do not offer an adequate price to all
stockholders or are otherwise not in the best interests of TWA and its
stockholders.
TWA said that the Plan was not adopted in response to any
specific effort to acquire control of the Company, and it is not aware of
any such effort.
Under the Plan each holder of Common Stock or Employee
Preferred Stock ("Voting Stock") at the close of business on January 12,
1996 will receive a dividend of one right for each share of Voting Stock
held. Each right entitles the holder to purchase from TWA one one-hundredth
of a share of a new series of participating Preferred Stock at an
initial purchase price of $47.50. The rights will become exercisable and
will detach from the Voting Stock a specified period of time after any
person, other than certain excluded persons, has become the beneficial
owner of 15% or more of TWA's Voting Stock or has commenced a tender or
exchange offer which, if consummated, would result in any person becoming
the beneficial owner of 20% or more of the Voting Stock.
If any person, other than certain excluded persons, becomes
the beneficial owner of 15% or more of TWA's Voting Stock, each right will
entitle the holder, other than the acquiring person, to elect to receive,
without payment of a purchase price, a number of shares of TWA Common Stock
having a value equal to the exercise price, which initially will be $47.50.
If, following an acquisition of 15% or more of TWA's Voting
Stock by a person, other than certain excluded persons, TWA is involved in
certain mergers or other business combinations or sells or transfers more
than 50% of its assets or earning power, each right will entitle the holder
to purchase for the purchase price common stock of the other party to such
transaction having a value of twice the purchase price.
At any time after a person, other than certain excluded
persons, has acquired 15% or more (but before any person has acquired more
than 50%) of the Company's Voting Stock, TWA may exchange all or part of
the rights for shares of Common Stock at an exchange ratio of one share of
Common Stock per right.
TWA may redeem the rights at a price of $.01 per right at
any time prior to a specified period of time after a person has become the
beneficial owner of 15% or more of its Voting Stock. The rights will
expire on January 12, 2006, unless earlier exchanged or redeemed.
Jeffrey H. Erickson, President and Chief Executive Officer,
said: "The rights are intended to enable all TWA stockholders to realize
the long-term value of their investment in TWA. They would not prevent a
takeover of TWA. However, the rights plan should encourage anyone seeking
to acquire TWA to negotiate with the Board prior to attempting a takeover."
