<PAGE> 1
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-04977
PROSPECTUS SUPPLEMENT NO. 17 TO PROSPECTUS DATED AUGUST 16, 1996
TRANS WORLD AIRLINES, INC.
2,727,500 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 2,727,500 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 with respect to the Selling
Holders of the securities 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.
The table is cumulative and includes information previously provided to the
Company by the Selling Holders and previously reported by the Company. 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
Alpine Associates.............................. 240,000 240,000 6.20% 592,080.00
United National Insurance(1)................... 2,000 2,000 0.05% 4,934.00
Lincoln National Convertible Securities
Fund(2)....................................... 41,800 41,800 1.08% 103,120.60
Lincoln National Life Insurance(2)............. 145,000 145,000 3.75% 357,715.00
Weirton Trust(3)............................... 18,200 18,200 0.47% 44,899.40
Fidelity Puritan Trust:
Fidelity Balanced Fund........................ 39,400 39,400 1.02% 97,199.80
Fidelity Financial Trust:
Fidelity Convertible Securities Fund.......... 210,000 210,000 5.43% 518,070.00
Fidelity Financial Trust:
Fidelity Equity-Income Fund................... 175,500 175,500 4.54% 432.958.50
Fidelity Fixed-Income:
Spartan High Income Fund...................... 231,500 231,500 5.98% 571,110.50
Fidelity Management Trust Company on behalf of
accounts managed by it(4)..................... 96,600 96,600 2.50% 238,312.20
Merrill Lynch, Pierce, Fenner & Smith Inc...... 251,550 251,550 6.50% 620,573.85
PaineWebber, Inc............................... 105,900 105,900 2.74% 261,255.30
Donaldson, Lufkin & Jenrette Sec. Corp......... 61,500 61,500 1.59% 151,720.50
K A Trading, LP................................ 49,814 49,814 1.29% 122,891.14
Donaldson, Lufkin & Jenrette Sec. Corp......... 80,900 80,900 2.09% 199,580.30
K A Management Limited......................... 17,686 17,686 0.46% 43,631.36
Guaranty National Insurance Company(5)......... 2,000 2,000 0.05% 4,934.00
RAMAT Securities, Ltd.(6)...................... 2,500 2,500 0.06% 6,167.50
Southport Partners International Ltd.(7)....... 12,300 12,300 0.32% 30,344.10
Deutsche Morgan Grenfell, Inc.................. 52,600 52,600 1.36% 129,764.20
PaineWebber, Inc. ............................. 71,500 52,200 1.35% 128,777.40
Reliant Trading................................ 150,000 150,000 3.88% 370,050.00
Shepherd Trading Limited....................... 125,000 125,000 3.23% 308,375.00
*TQA Vantage Fund, Ltd(8)...................... 36,250 36,250 0.94% 89,428.75
*TQA Leverage Fund, L.P.(8).................... 8,750 8,750 0.23% 21,586.25
-------- -------- --- ------------
Total................................... 2,746,800 2,727,500 70.50% 6,728,742.50
======== ======== === ============
</TABLE>
(Continued on next page)
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 27, 1997
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(Continued from cover page)
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* Holders being reported for the first time in this Prospectus Supplement.
** Prospectus Supplement No. 14 purported to register 208,000 shares of the
Preferred Stock held by Morgan Stanley & Co. pursuant to the registration
statement. However, Morgan Stanley has since advised the Company that such
request was in error since the shares had been previously registered.
Therefore, these shares have been removed from the totals herein.
(1) Record holder PNC Bank; shares to be offered through Lynch & Mayer, Inc.,
Investment Managers.
(2) Record holder Banker's Trust; shares to be offered through Lynch & Mayer,
Inc., Investment Managers.
(3) Record holder Mellon Bank; shares to be offered through Lynch & Mayer, Inc.,
Investment Managers.
(4) Shares indicated as owned by such entity are owned directly by various
private investment accounts, primarily employee benefit plans for which
Fidelity Management Trust Company ("FMTC") serves as trustee or managing
agent.
(5) Custodian Chase Manhattan Bank; shares to be offered through PaineWebber,
Inc.
(6) Record Holder Bear Stearns Security Corp; to be offered through Bear
Stearns.
(7) Record Holder Wagner Stott; shares to be offered through Merrill, Lynch,
Pierce, Fenner & Smith, Inc.
(8) Shares to be offered through McMann Securities.
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.
