OMB APPROVAL
OMB Number: 3235-0145
Expires:December 31, 1997
Estimated average burden
hours per form . . . . 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Trans World Airlines, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
Faissal M. Fahad, Esq. Alphonso A. Christian, II, Esq.
Al Talal and Al Mansour Hogan & Hartson L.L.P.
601 California Street, Suite 300 555 Thirteenth Street, N.W.
San Francisco, CA 94108 Washington, D.C. 20004
(415) 981-0296 (202) 637-5696
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C>
CUSIP No. Page _______ of ________ Pages
---------------------------------------
- ------- ----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
- ------- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- ------- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- ------- ----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ------- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
- ------- ----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,088,000
NUMBER OF
------ -------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
------ -------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,088,000
PERSON
------ -------------------------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
------ -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,088,000
- ------- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ------- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
- ------- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------- ----------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.01 per
share (the "Common Stock") of Trans World Airlines, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at One City Centre 515 N.
Sixth Street, St. Louis, Missouri 63101.
Item 2. Identity and Background
This statement is being filed by His Royal Highness Prince
Alwaleed Bin Talal Bin Abdulaziz Al Saud ("HRH"), an individual, whose business
address is Kingdom Holding Company, P.O. Box 8653, Riyadh, 11492, Kingdom of
Saudi Arabia. HRH is a citizen of the Kingdom of Saudi Arabia. HRH is the
founder and majority owner of Kingdom Holding Company, a Saudi Arabian based
corporation with interests in Saudi Arabian banking, real estate development,
supermarkets, media and broadcasting and the travel industry.
HRH has not during the last five years been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree and final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
HRH has acquired a total of 2,088,000 shares of Common Stock
of the Issuer which were purchased in transactions on the American Stock
Exchange for an aggregate consideration of $23,816,440. The source of such
consideration was HRH's personal funds.
Item 4. Purpose of Transaction
The purpose of the purchase of the Common Stock by HRH was to
acquire the securities for investment purposes.
HRH, depending upon market conditions and other factors, in
the future, may acquire additional shares of Common Stock or dispose of all or a
portion of the Common Stock which HRH now owns or hereafter may acquire. HRH has
no present plans or proposals that relate to, or would result in, an
extraordinary corporate transaction involving the Issuer or any of its
subsidiaries, a sale or transfer of any of the Issuer's assets, a change in the
present Board of Directors or management of the Issuer, a change in the present
capitalization or dividend policy of the Issuer, any other material change in
the Issuer's business or corporate
<PAGE>
structure, changes in the Issuer's charter or bylaws or with respect to the
delisting or deregistration of any of the Issuer's securities.
Item 5. Interest in Securities of the Issuer
On March 17, 1997, HRH purchased on the American Stock
Exchange 58,000 shares of Common Stock at a price of $7.24 per share. Such
purchase caused HRH's beneficial ownership to exceed 5% of the outstanding
Common Stock. As a result, as of March 17, 1997, HRH was the beneficial owner of
2,088,000 shares of Common Stock of the Issuer which represents approximately 5%
of the outstanding Common Stock. HRH has the sole power to vote (or to direct
the vote) and the sole power to dispose (or to direct the disposition) of all of
these shares.
HRH has not engaged in any other transactions in the Issuer's
Common Stock in the sixty days preceeding the purchase reported in the
preceeding paragraph. No person other than HRH has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock beneficially owed by HRH.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings, or
relationships (legal or otherwise) between HRH and any persons with respect to
any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
None
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D is true,
complete and correct.
March 19, 1997 /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
Date -------------------------------------------------------
H.R.H. Prince Alwaleed Bin Talal
Bin Abdulaziz Al Saud
