TRANS WORLD AIRLINES INC /NEW/
8-A12B, 1996-08-14
AIR TRANSPORTATION, SCHEDULED
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<PAGE>   1


                                            Commission File No.________________
================================================================================


                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                           TRANS WORLD AIRLINES, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                                          43-1145889
(State of incorporation or                             (I.R.S. employer
      organization)                                   identification no.)


                                One City Centre
                              515 N. Sixth Street
                           St. Louis, Missouri  63101

                    (Address of principal executive offices)

  SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:



 Title of each class                              Name of each exchange on
     registered                                which each class is registered
 -------------------                           ------------------------------

Common Stock, $0.01 par value per share            American Stock Exchange


           If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box [  ].

          If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of
a concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box [  ].

  SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

  8% Cumulative Convertible Exchangeable Preferred Stock, $.01 par value per
                                     share
                8% Convertible Subordinated Debentures due 2006

================================================================================



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ITEM 1.      DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

             General:

             The description of the Registrant's Common Stock is hereby
             incorporated by reference from the Registrant's Registration
             Statement No. 333-05691, as amended (including any prospectus
             contained therein filed pursuant to Rule 424(b) under the
             Securities Act of 1933).

             The descriptions of the Registrant's 8% Cumulative Convertible
             Exchangeable Preferred Stock and 8% Convertible Subordinated
             Debentures due 2006 are hereby incorporated by reference from the
             Registrant's Registration Statement No. 333-04977, a amended
             (including any prospectus contained therein filed pursuant to
             Rule 424(b) under the Securities Act of 1933).

ITEM 2.      EXHIBITS.

             Exhibits filed with the Commission and the American Stock Exchange:


<TABLE>
<CAPTION>
             Exhibit
             Number         Description
             -------        -----------
             <S>            <C>
             1.             Third Amended and Restated Certificate of
                            Incorporation of the Registrant, including the
                            Certificate of Designations, Preferences and Rights
                            Relating to the 8% Cumulative Convertible
                            Exchangeable Preferred Stock (incorporated by
                            reference to Exhibit 3 (iv) to Registration
                            Statement No. 333-04977)

             2.             Form of Indenture relating to 8% Convertible
                            Subordinated Debentures due 2006 (incorporated by
                            reference to Exhibit 4.16 to Registration Statement
                            No. 333-04977)
</TABLE>

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                        TRANS WORLD AIRLINES, INC.
                                               (Registrant)




Date: August 14, 1996            By: /s/ Kathleen A. Soled                     
                                     ---------------------------------------
                                      Kathleen A. Soled
                                      Vice President and Corporate Secretary
                                        





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