<PAGE> 1
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): MARCH 18, 1996
TRANS WORLD AIRLINES, INC.
(Exact Name of Registrant as Specified in its Charter)
-------------------------
<TABLE>
<S> <C> <C>
DELAWARE 1-7815 43-1145889
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
One City Centre
515 N. 6th Street
St. Louis, Missouri 63101
(314) 589-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------------
================================================================================
<PAGE> 2
ITEM 5.
Trans World Airlines, Inc. (the "Company" or "TWA") hereby files a
copy of its press release pursuant to Rule 135c with respect to the offering of
its 8% Cumulative Convertible Exchangeable Preferred Stock. Such press release
is attached as Exhibit 99.1 and forms a part of this current report.
2
<PAGE> 3
EXHIBITS
99.1 Press Release announcing offering of 8% Cumulative Convertible
Exchangeable Preferred Stock.
3
<PAGE> 4
SIGNATURES
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.
TRANS WORLD AIRLINES, INC.
Date: March 19, 1996 By: /s/ Richard P. Magurno
---------------------------------
Richard P. Magurno
Senior Vice President and General
Counsel
4
<PAGE> 5
EXHIBIT 99.1
<PAGE> 1
NEWS FROM TWA FOR IMMEDIATE RELEASE Contact:___________
TWA ANNOUNCES OFFERING OF 3,500,000 SHARES
OF ITS 8% CUMULATIVE CONVERTIBLE EXCHANGEABLE
PREFERRED STOCK
St. Louis, March 19, 1996 -- Trans World Airlines, Inc. [AMEX: TWA] today
announced its offering, pursuant to Rule 144A, of 3,500,000 shares (plus up to
an additional 525,000 shares pursuant to an over-allotment option) of its 8%
Cumulative Convertible Exchangeable Preferred Stock, $0.01 par value and
liquidation preference of $50 per share (the "8% Preferred Stock"). Each share
of the 8% Preferred Stock may be converted at any time, at the option of the
holder, unless previously redeemed or exchanged, into shares of the Company's
common stock $0.01 par value per share (the "Common Stock"), at a conversion
price of $20.269 per share (equivalent to a conversion rate of approximately
2.467 shares of Common Stock for each share of 8% Preferred Stock), subject to
adjustment.
The 8% Preferred Stock may not be redeemed prior to March 15, 1999. On or
after March 15, 1999, the 8% Preferred Stock may be redeemed, in whole or in
part, at the option of the Company, at specified redemption prices.
The 8% Preferred Stock may be exchanged, in whole but not in part, at the
option of the Company, for the Company's 8% Convertible Subordinated Debentures
Due 2006 (the "Debentures") on any dividend payment date beginning on March 15,
1998 at the rate of $50 principal amount of Debentures for each share of 8%
Preferred Stock outstanding at the time of exchange; provided that all accrued
and unpaid dividends, whether or not earned or declared, on the 8% Preferred
Stock to the date of exchange have been paid or set aside for payment and
certain other conditions are met.
The Company has agreed to file a shelf registration in respect of the 8%
Preferred Stock, the Debentures issuable upon exchange thereof and the shares
of Common Stock issuable upon conversion thereof.
The net proceeds of the offering will be used by the Company to redeem the
Company's outstanding 12% Cumulative Preferred Stock, as well as for general
corporate purposes, including but not limited to, capital expenditures and
increasing working capital.
The 8% Preferred Stock, the Debentures issuable upon exchange thereof and the
Common Stock issuable upon conversion thereof have not been registered under
the federal securities laws or any state securities laws and pending such
registration may not be offered or sold within the United States or to U.S.
persons as defined in Regulation S under the Securities Act of 1933, as amended
(the "Securities Act"), except pursuant to an exemption from, or in a
transaction not subject to,
<PAGE> 2
the registration requirements of the Securities Act and applicable state
securities laws. Accordingly, shares of the 8% Preferred Stock are being
offered and sold only (A) to "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act) in compliance with such rule, (B) to a
limited number of institutional "accredited investors" (as defined in Rule
501(a)(1),(2),(3) or (7) under the Securities Act) or (C) pursuant to offers
and sales that occur outside of the United States within the meaning of
Regulation S.
Trans World Airlines, Inc., based in St. Louis, is a major domestic and
international airline serving 85 destinations. TWA operates hubs in St. Louis
and New York.
