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Registration No. 33- __________
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1996.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TRANS WORLD AIRLINES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4512 43-1145889
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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ONE CITY CENTRE
515 N. SIXTH STREET
ST. LOUIS, MISSOURI 63101
(314) 589-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
TRANS WORLD AIRLINES, INC.
KEY EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the Plan)
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<S> <C>
JEFFREY H. ERICKSON COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER HOWARD E.TURNER, ESQ.
TRANS WORLD AIRLINES, INC. SMITH, GAMBRELL & RUSSELL
ONE CITY CENTRE SUITE 3100, PROMENADE II
515 N. SIXTH STREET 1230 PEACHTREE STREET, NE
ST. LOUIS, MISSOURI 63101 ATLANTA, GEORGIA 30309-3592
(314) 589-3000 (404) 815-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF AMOUNT TO BE MAXIMUM MAXIMUM
SECURITIES TO REGISTERED (1) OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED PER UNIT (1) OFFERING PRICE REGISTRATION FEE
(1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,882,632 $16.94 $48,831,786 $16,839
par value $.01 shares
per share
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to the provisions of Rule 457(c) & (h)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Based on prices as of March 1, 1996.
=================================================================================================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration Statement
its Prospectus and the following documents:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994, filed with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the end of the fiscal year ended
December 31, 1994 covered by the Company's Annual Report on Form 10-K referred
to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Second Amended and Restated Certificate of Incorporation,
incorporated herein by reference to Appendix B to the Company's Definitive
Proxy Statement for the 1995 Annual Meeting of Stockholders held November 14,
1995; and the Company's Restated Bylaws, incorporated herein by reference to
Exhibit 3.2.1 to the Company's Registration Statement on Form S-4 (Reg. No.
33-84944), as amended, filed with the Commission pursuant to Section 12(g) of
the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates
of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall be deemed,
except as so modified and superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Delaware General Corporation Law (the "DGCL"), directors, officers,
employees and other individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than a derivative action) if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the bests interests of TWA and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was
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unlawful. A similar standard of care is applicable in the case of a derivative
action, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
an action, and the DGCL requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to TWA.
The eleventh article of TWA's Second Amended and Restated Certificate of
Incorporation ("Article Eleventh") provides that the Company shall indemnify
any person who was or is a party or is threatened to be made a party to, or
testifies in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative in nature, by reason
of the fact that such person is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law, and the Company may
adopt by-laws or enter into agreements with any such person for the purpose of
providing for such indemnification.
To the extent that a director or officer of the Company has been successful
on the merits or otherwise (including without limitation by nolo contendere) in
defense of any action, suit or proceeding referred to in the immediately
preceding paragraph, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
Expenses incurred by an officer, director, employee or agent in defending or
testifying in a civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such director or officer is not entitled to be indemnified by
the Company against such expenses as authorized by Article Eleventh, and the
Company may adopt by-laws or enter into agreements with such persons for the
purpose of providing for such advances.
The indemnification permitted by Article Eleventh shall not be deemed
exclusive of any other rights to which any person may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding an office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executor and administrators of such person.
The Company shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
employee benefit plan trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the Company would
have the power to indemnify such person against such liability under the
provisions of Article Eleventh or otherwise.
If the DGCL is amended to further expand the indemnification permitted to
directors, officers, employees or agents of the Company, then the Company shall
indemnify such persons to the fullest extent permitted by the DGCL, as so
amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
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Exhibit
Number Description
- ------- -----------
<S> <C>
5 Opinion of Smith, Gambrell & Russell
23.1 Consent of Smith, Gambrell & Russell, included in Exhibit 5.1
23.2 Consent of KPMG Peat Marwick LLP
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the Prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
Prospectus, to deliver, or cause to be delivered to each person to
whom the Prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the Prospectus to provide
such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions of the Company's
By-Laws, or otherwise, the Company has been advised that in the
opinion of the
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Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN THE CITY OF ST. LOUIS, STATE OF MISSOURI, ON FEBRUARY 14, 1996.
TRANS WORLD AIRLINES, INC.
By: /s/ Jeffrey H. Erickson
------------------------------------
Jeffrey H. Erickson, President
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
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SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Jeffrey H. Erickson President, Chief Executive February 14, 1996
- ----------------------- Officer and Director
Jeffrey H. Erickson
/s/ Robert A. Peiser Executive Vice President - February 14, 1996
- -------------------- Finance, Chief Financial Officer
Robert A. Peiser
/s/ Dan J. Holmes Vice President and February 14, 1996
- ------------------ Corporate Controller
Dan J. Holmes
/s/ Thomas F. Meagher Chairman of the Board February 13, 1996
- ---------------------
Thomas F. Meagher
/s/ William F. Compton Director February 14, 1996
- -----------------------
William F. Compton
/s/ Eugene P. Conese Director February 14, 1996
- ---------------------
Eugene P. Conese
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<S> <C> <C>
/s/ William M. Hoffman Director February 14, 1996
- ----------------------
William M. Hoffman
/s/ Gerald L. Gitner Director February 14, 1996
- ---------------------
Gerald L. Gitner
/s/ Thomas H. Jacobsen Director February 22, 1996
- -----------------------
Thomas H. Jacobsen
/s/ Jewel LaFontant-Mankarious Director February 22, 1996
- ------------------------------
Jewel LaFontant-Mankarious
/s/ Myron Kaplan Director February 15, 1996
- -----------------
Myron Kaplan
/s/ James A. Lawrence Director February 16, 1996
- ---------------------
James A. Lawrence
/s/ William O'Driscoll Director February 20, 1996
- ----------------------
William O'Driscoll
/s/ G. Joseph Reddington Director February 13, 1996
- ------------------------
G. Joseph Reddington
/s/ Lawrence K. Roos Director February 13, 1996
- --------------------
Lawrence K. Roos
/s/ William W. Winpisinger Director February 23, 1996
- --------------------------
William W. Winpisinger
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
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Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
<S> <C>
5 Opinion of Smith, Gambrell & Russell
23.1 Consent of Smith, Gambrell & Russell,
included in Exhibit 5.1
23.2 Consent of KPMG Peat Marwick LLP
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EXHIBIT NO. 5
<PAGE> 2
SMITH, GAMBRELL & RUSSELL
A PARTNERSHIP OF PROFESSIONAL CORPORATIONS AND INDIVIDUALS
ATTORNEYS AT LAW
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.C.
ATLANTA, GEORGIA 30309-3592
[ATTORNEY LETTER HEAD]
March 7, 1996
Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
St. Louis, Missouri 63101
Re: Registration Statement on Form S-8
1994 Trans World Airlines, Inc. Key Employee Stock Incentive
------------------------------------------------------------
Plan
----
Ladies and Gentlemen:
We have served as counsel for Trans World Airlines, Inc. a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8 (the "Registration Statement"), of an aggregate of 2,882,632 shares
(the "Shares") of common stock, $.01 par value per share of the Company (the
"Common Stock"), to be offered and sold by the Company pursuant to the Trans
World Airlines, Inc. Key Employee Stock Incentive Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all certified, conformed or photostatic copies. As to
questions of fact material and relevant to our opinion, we have relied upon
certificates or representations of Company officials and of appropriate public
officials.
We express no opinion as to matters under or involving laws of any
jurisdiction other than the State of Delaware and its political subdivisions.
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that:
i. The Shares have been duly authorized; and
ii. Upon the issuance and delivery of the Shares upon the
exercise of options and payment therefor as provided in the
Plan and as contemplated in the Registration Statement, such
Shares will be legally and validly issued,
<PAGE> 3
Trans World Airlines, Inc.
March 7, 1996
Page 2
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
SMITH, GAMBRELL & RUSSELL
/s/ Howard E. Turner
Howard E. Turner
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EXHIBIT NO. 23.2
<PAGE> 2
Exhibit 23.2
-------------
ACCOUNTANT'S CONSENT
--------------------
The Board of Directors
Trans World Airlines, Inc.:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Trans World Airlines, Inc. of our report dated March 20, 1995, relating
to the consolidated balance sheets of Trans World Airlines, Inc. and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of operations and cash flows and the related schedule for each of
the periods in the three-year period ended December 31, 1994, which report
appears in the December 31, 1994 annual report on Form 10-K of Trans World
Airlines, Inc.
Our report referred to above contains an explanatory paragraph that states
that the Company's recurring losses from operations and its limited sources of
additional liquidity raise substantial doubt about the Company's ability to
continue as a going concern. In addition, our report refers to the application
of fresh start reporting in conneciton with the Company's emergence from
bankruptcy on November 3, 1993.
/s/ KPMG Peat Marwick LLP
Kansas City, Missouri
March 7, 1996
