SCHEDULE 13D
Amendment No.
Trans World Airlines
common stock
Cusip # 893349837
Filing Fee: Yes
Cusip # 893349837
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 1,680,063
Item 8: None
Item 9: 4,351,063
Item 10: None
Item 11: 4,374,563
Item 13: 10.19%
Item 14: HC
PREAMBLE
This Schedule 13D does not reflect any change to the
4,374,563 shares of TWA common stock owned by FMR Corp. as of the
date set forth in the Schedule 13D filed by FMR Corp. and
Fidelity International Limited with the Securities and Exchange
Commission on December 18, 1995. The percentage of outstanding
shares of TWA represented by such 4,374,563 shares is 10.19%, not
7.19% as previously reported.
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, $0.00
par value (the "Shares") of Trans World Airlines, a Delaware
corporation (the "Company"). The principal executive offices of
the Company are located at One City Centre, 515 N. 6th St., St.
Louis, MI.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). A separate Schedule 13D is being filed by
Fidelity International Limited, a Bermuda joint stock company
incorporated for an unlimited duration by private act of the
Bermuda legislature ("FIL"). FMR is a holding company one of
whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee
or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser
to certain other funds which are generally offered to limited
groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in
investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity, and
FMTC are located at 82 Devonshire Street, Boston, Massachusetts
02109.
FIL is an investment adviser which provides investment
advisory and management services to a number of non-U.S.
investment companies or instrument trusts (the "International
Funds") and certain institutional investors. Prior to June 30,
1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as
an entity independent of FMR and Fidelity, with certain common
shareholders. The International Funds and FIL's other clients,
with the exception of Fidelity and an affiliate of Fidelity, are
non-U.S. entities. Various foreign-based subsidiaries of FIL are
also engaged in investment management. The principal office of
FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR, and Mr. Johnson 3d is
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
Effective July 1, 1993, Fidelity became sub-advisor to
Fidelity American Special Situations Trust ("FASST").
FASST is a unit trust established and authorized by the
Department of Trade and Industry under the laws of England. The
investment advisor of FASST is Fidelity Investment Services
Limited, an English company and a subsidiary of FIL.
The Shares to which this statement relates are owned
directly by ten of the Fidelity Funds, fourteen of the Accounts,
FASST, and by Fidelity International Limited, through its
subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934 Act") and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the Shares
held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FMR is making this filing on
a voluntary basis as if all of the Shares are beneficially owned
by FMR and FIL on a joint basis.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Fidelity Funds which own or owned Shares purchased in
the aggregate 333,369 Shares for cash in the amount of
approximately $2,208,893, including brokerage commissions.
Except as described below, the Fidelity Funds used their own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Of the 218,263 Shares of
common stock owned by one Fidelity Fund as of October 12, 1995,
218,263 Shares were purchased on margin pursuant to a typical
customer margin agreement with Bear, Stearns & Co. Proceeds from
119,000 Shares sold aggregated approximately $1,027,687. The
attached Schedule B sets forth Shares purchased and/or sold since
October 1, 1995.
The Accounts of FMTC which own or owned Shares purchased in
the aggregate 1,689,200 Shares for cash in the amount of
approximately $13,035,810, including brokerage commissions.
Except as described below,The Accounts used their own assets in
making such purchase and no part of the purchase price is
represented by borrowed funds. Of the 171,900 Shares of common
stock owned by one Account as of October 12, 1995, 171,900 Shares
were purchased on margin pursuant to a typical customer margin
agreement with Goldman Sachs & Co. In addition, of the 153,800
Shares of common stock owned by another Account as of such date
153,800 Shares were purchased on margin pursuant to a typical
margin agreement with Goldman Sachs & Co. Proceeds from 205,900
Shares sold aggregated approximately $1,835,744. The attached
Schedule B sets forth Shares purchased and/or sold since October
1, 1995.
The International Funds and accounts, which own or owned
Shares, purchased in the aggregate 23,500 Shares for cash in the
amount of approximately $145,470, including brokerage
commissions. The International Funds and accounts used their own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Proceeds from 0 Shares sold
aggregated approximately $0.
FASST which own or owned Shares purchased in the aggregate
23,500 Shares for cash in the amount of approximately $145,470,
including brokerage commissions. FASST used its own assets in
making such purchase and no part of the purchase price is
represented by borrowed funds. Proceeds from 0 Shares sold
aggregated approximately $0.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having the Fidelity
Funds and the Accounts purchase Shares (see Item 5 below) is to
acquire an equity interest in the Company in pursuit of specified
investment objectives established by the Board of Trustees of the
Fidelity Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have the
Fidelity Funds and the Accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares of sale at what they consider to be reasonable prices and
other investment opportunities that may be available to the
Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review
continuously the equity position of the Fidelity Funds and
Accounts in the Company. Depending upon future evaluations of
the business prospects of the Company and upon other
developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions,
Fidelity may determine to cease making additional purchases of
Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or
a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, FMTC, FASST, and
FIL beneficially own all 4,374,563 Shares, reference is made to
Item 2 for a disclaimer of beneficial ownership with respect to
the securities which are "beneficially owned" by the other
corporations.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 2,867,763 Shares, or approximately
6.68% of the outstanding Shares of the Company, and through FMTC,
the managing agent for the Accounts, 1,483,300 Shares, or
approximately 3.46% of the outstanding Shares of the Company.
FMR could also be deemed to beneficially own certain of such
Shares through its ownership of the general partner of certain
private investment funds. The number of Shares held by the
Fidelity Funds includes 3,894 Shares of common stock resulting
from the assumed conversion of 3,894 Warrants (1 share of common
stock for each Warrant). FIL beneficially owns, as investment
advisor to the International Funds, 23,500 Shares, or
approximately 0.05% of the outstanding Shares of the Company.
Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to
the best knowledge of FMR, any of the persons name in Schedule A
hereto, beneficially owns any other Shares. The combined
holdings of FMR, Fidelity, FMTC, FASST, and FIL are 4,374,563
Shares, or approximately 10.19% of the outstanding Shares of the
Company.
(b) FMR, through is control of Fidelity, investment advisor
to the Fidelity Funds, and the Funds each has sole power to
dispose of the Shares. Neither FMR nor Mr. Johnson has the sole
power to vote or direct the voting of the 2,649,500 Shares owned
directly by certain Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of
the Shares under written guidelines established by the Funds'
Board of Trustees. FMR, through its control of Fidelity,
investment advisor to Fidelity Copernicus Fund, L.P.
("Copernicus") a private investment limited partnership, and
Copernicus each has the sole power to vote or direct the voting
of 218,263 Shares owned directly by Copernicus. FMR, through its
control of FMTC, investment manager to the Accounts, and the
Accounts each has sole dispositive power over 1,483,300 Shares
and sole power to vote or to direct the voting of 1,461,800
Shares, and no power to vote or to direct the voting of 21,500
Shares owned by the Accounts. FIL, FMR, through its control of
Fidelity, and FASST each has sole power to vote and to dispose of
the 23,500 Shares held by FASST.
(c) The International Funds, the International Pension
Accounts and FIL, as investment adviser to the International
Funds and International Pension Accounts, each has the sole power
to vote and the sole power to dispose of the 23,500 Shares held
by the International Funds and the International Pension
Accounts. FIL has the sole power to vote 23,500 shares and the
sole power to dispose of 23,500 shares. FIL, FMR Corp., through
its control of Fidelity, and FASST each has sole power to vote
and to dispose of the 23,500 Shares held by FASST.
(d) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Other than the margin agreements described in Item 3 above
and except as described in the following paragraph, neither FMR
nor any of its affiliates nor, to the best knowledge of FMR, any
of the persons named in Schedule A hereto has any joint venture,
finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securitites.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
FMR Corp.
DATE: December 20, 1995 By: /s/Arthur
Loring
David C. Weinstein
Senior Vice President
Administration
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer
SCHEDULE B
Trans World Airlines
Ten Fidelity Fund(s) purchased Shares since October 1, 1995 at
the dates and at the prices set forth below. The transactions
were made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
10-03-95 71,900 $7.08
10-03-95 30,600 6.91
10-03-95 187,400 7.19
10-04-95 110,300 6.94
10-04-95 9,500 6.99
10-05-95 144,500 6.92
10-05-95 17,000 7.02
10-06-95 91,300 7.05
10-09-95 8,500 7.11
10-10-95 25,000 6.88
10-11-95 50,000 7.13
10-11-95 50,000 7.21
10-12-95 26,100 7.82
10-13-95 105,400 7.99
10-19-95 32,100 9.15
10-20-95 67,900 9.07
10-23-95 50,000 8.38
10-25-95 72,300 7.85
10-27-95 2,400 7.00
10-27-95 5,600 7.07
10-31-95 25,000 7.63
11-03-95 22,200 8.41
11-07-95 23,900 8.23
11-08-95 3,000 8.75
11-09-95 50,000 9.17
11-14-95 50,000 8.40
11-20-95 5,000 8.63
11-21-95 600 8.43
11-27-95 75,000 9.37
SCHEDULE B
Trans World Airlines
Four Fidelity Fund(s) sold Shares since October 1, 1995 at the
dates and at the prices set forth below. The transactions were
made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
10-03-95 187,400 $7.19
10-05-95 10,000 6.91
10-06-95 15,000 7.17
10-31-95 25,000 7.63
11-03-95 30,000 8.47
11-09-95 20,000 9.09
11-09-95 21,200 9.06
11-22-95 60,000 8.83
11-24-95 50,000 9.13
11-28-98 12,000 9.88
11-28-95 20,000 9.77
11-29-95 12,000 10.83
SCHEDULE B
Trans World Airlines
Fourteen Account(s) purchased Shares since October 1, 1995 at the
dates and at the prices set forth below. The transactions were
made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
10-03-95 19,900 $6.91
10-03-95 34,200 7.08
10-03-95 75,100 6.62
10-05-95 15,500 6.92
10-10-95 10,400 6.88
10-11-95 50,000 7.21
10-12-95 23,900 7.82
10-13-95 2,600 7.99
10-16-95 12,000 8.90
10-16-95 30,400 8.37
10-18-95 5,600 8.50
10-19-95 209,200 9.15
10-20-95 84,000 8.94
10-24-95 100,000 7.88
10-27-95 31,600 7.00
10-27-95 14,400 7.07
10-30-95 25,500 7.50
10-31-95 31,800 7.50
10-31-95 75,000 7.64
11-03-95 10,000 8.00
11-03-95 77,800 8.41
11-07-95 66,100 8.23
11-08-95 10,500 8.75
11-10-95 50,500 8.75
11-14-95 50,000 8.40
11-17-95 95,000 8.25
11-21-95 52,900 8.43
SCHEDULE B
Trans World Airlines
Three Account(s) sold Shares since October 1, 1995 at the dates
and at the prices set forth below. The transactions were made
for cash in open market transactions or with other investment
companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
10-05-95 10,000 $6.91
10-06-95 15,000 7.17
11-01-95 10,000 7.59
11-02-95 20,000 8.05
11-03-95 24,900 8.47
11-09-95 20,000 9.09
11-15-95 5,000 8.06
11-16-95 5,000 8.00
11-21-95 10,000 8.43
11-22-95 10,000 8.83
11-28-95 38,000 9.88
11-29-95 38,000 10.83
