<PAGE> 1
Filed Pursuant to Rule 424(b)(1) to
Registration No. 333-04977
PROSPECTUS SUPPLEMENT NO. 2 TO PROSPECTUS DATED AUGUST 16, 1996
TRANS WORLD AIRLINES, INC.
518,550 SHARES OF
8% CUMULATIVE CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, $.01 PAR VALUE PER SHARE
(SUBJECT TO CONVERSION INTO SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE)
The 518,550 shares of 8% Cumulative Convertible Exchangeable Preferred
Stock (the "Preferred Stock") of Trans World Airlines, Inc. (the "Company")
offered hereby are being offered by the Selling Holders identified below. Each
of such Selling Holders has notified the Company in writing of his or her or its
intention to sell the shares of Preferred Stock as listed herein and has
requested the Company to file this supplement to the Company's Prospectus dated
August 16, 1996 (the "Prospectus"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the
Prospectus.
The Selling Holders will receive all of the net proceeds from the sale of
the Preferred Stock and, accordingly, the Company will receive none of the
proceeds from the sales thereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized by the Company or by any dealer to give information
or to make any representations other than those contained or incorporated by
reference in this Prospectus Supplement or the accompanying Prospectus and, if
given or made, such information or representations must not be relied upon as
having been so authorized. Neither this Prospectus Supplement nor the
accompanying Prospectus constitutes an offer to sell or the solicitation of an
offer to buy any securities other than the securities described in this
Prospectus Supplement or an offer to sell or the solicitation of an offer to buy
such securities in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction. The delivery of this Prospectus Supplement or
the accompanying Prospectus or any sale made hereunder does not imply that the
information contained herein or therein is correct as of any time subsequent to
the date on which such information is given.
The Section entitled "Selling Holders" is hereby supplemented to include
the following information:
SELLING HOLDERS
The following table sets forth information as of August 28, 1996 with
respect to the Selling Holders of the securities offered hereby, the number of
shares of Preferred Stock beneficially owned by each Selling Holder, and the
shares of Preferred Stock that are being offered hereby. Each of the Selling
Holders has notified the Company in writing of his or her or its intention to
sell shares of Preferred Stock in accordance with the requirements set forth in
the Prospectus. Other beneficial owners of the Preferred Stock not set forth
below may be added as Selling Holders to this Prospectus in the future. None of
the Selling Holders has, or within the past three years has had, any position,
office or other material relationship with the Company or any of its
predecessors or affiliates except as may be set forth below. This table has been
prepared based upon information furnished to the Company by the Selling Holders
and American Stock Transfer & Trust Company as the transfer agent for the
Preferred Stock and the Common Stock.
<TABLE>
<CAPTION>
APPROXIMATE
NUMBER OF SHARES
NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF OF COMMON STOCK
OF PREFERRED STOCK OF PREFERRED OUTSTANDING SHARES INTO WHICH
NAME BENEFICIALLY OWNED STOCK OFFERED OF PREFERRED STOCK CONVERTIBLE
- ------------------------------- ------------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
PaineWebber, Inc............... 238,550 238,550 6.17% 588,502.85
Nomura Securities (Bermuda)
Ltd.......................... 90,000 90,000 2.53% 222,030.00
JMG Convertible Investment
L.P.......................... 160,000 160,000 4.14% 394,720.00
Triton Capital Investment
Ltd.......................... 30,000 30,000 0.78% 74,010.00
---------- ------------- ------ --------------
Total................ 518,550 518,550 13.40% 1,279,262.85
========== ============= ======= ==============
</TABLE>
Information concerning the sale of other shares of Preferred Stock by their
beneficial holders will be set forth in additional Prospectus Supplements. As of
the date of this Prospectus Supplement, the aggregate number of shares of
Preferred Stock outstanding is 3,869,000.
It is not possible to predict the number of shares of Preferred Stock that
will be sold hereby. Consequently, it is not possible to predict the number of
shares of Preferred Stock that will be owned by the Selling Holders following
completion of sales of the securities offered hereby.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 28, 1996
