As filed with the Securities and Exchange Commission
on July 14, 1998
Registration No. 333-________
=================================================================
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)
DELAWARE 4512 43-1145889
(State of (Primary Standard (I.R.S.
Incorporation) Industrial Employer
Classification Code Identification
Number) No.)
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)
------------
Employee Stock Incentive Program
(Full title of the plan)
------------
Copies to:
Gerald L. Gitner David W. Hirsch, Esq.
Chairman and Chief Cleary, Gottlieb, Steen
Executive Officer & Hamilton
One City Centre, One Liberty Plaza
515 N. Sixth Street New York, New York 10006
St. Louis, Missouri 63101 (212) 225-2000
(314) 589-3000
(Name, Address, Including
Zip Code, and Telephone
Number, Including Area Code,
of Agents for Service)
------------
CALCULATION OF REGISTRATION FEE
=================================================================
Title of
Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities Amount Offering Aggregate Regis-
to be to be Price Offering tration
Registered Registered Per Unit Price Fee
- -----------------------------------------------------------------
Common Stock,
$.01 par
value per 2,374,566
share(1) .... shares $10.7812(2) $25,600,670.96 $7,552.20
=================================================================
(1) Includes Common Stock issuable upon conversion of Employee
Preferred Stock granted pursuant to the plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended (the "Securities Act"),
on the basis of the average of the high and low reported
sales prices on July 10, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The reports listed below have been filed with or furnished
to the Securities and Exchange Commission (the "Commission") by
the Registrant and are incorporated herein by reference to the
extent not superseded by reports or other information
subsequently filed or furnished.
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997; as amended on June 30, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
(c) The Registrant's Current Report on Form 8-K filed
January 28, 1998.
(d) The description of the Common Stock of the Registrant
(the "Common Stock") contained in the Registrant's Form 8-A,
dated August 1, 1995 filed under the Exchange Act, including any
amendment or reports filed for the purpose of updating such
description.
(e) The Registrant's Proxy Statement and Notice of Meeting
relating to the Annual Meeting of Stockholders held on May 19,
1998.
(f) All of the Registrant's reports filed with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of this Registration Statement and prior to filing
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof
from the date of filing of such reports.
Any statement contained herein or 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
in any 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 not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
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 best
interests of TWA and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
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.
<PAGE>
The eleventh article of TWA's Third Amended and Restated
Certificate of Incorporation ("Article Eleventh") provides that
the Registrant 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 Registrant, or is or
was serving at the request of the Registrant 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 Registrant 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 Registrant
has been successful on the merits or otherwise (including without
limitation settlement 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 Registrant 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 Registrant against such
expenses as authorized by Article Eleventh and the Registrant 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, executors and administrators
of such person.
The Registrant shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant 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 Registrant 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 indemnifi-
cation permitted to directors, officers, employees or agents of
the Registrant, then the Registrant shall indemnify such persons
to the fullest extent permitted by the DGCL, as so amended.
The obligations of the Registrant to indemnify any person
serving as one of its directors, officers or employees as of or
following the Registrant's '93 Reorganization, by reason of such
person's past or future service in such a capacity, or as a
director, officer or employee of another corporation, partnership
or other legal entity, to the extent provided in Article Eleventh
or in similar constituent documents or by statutory law or
written agreement of or with the Registrant, shall be deemed and
treated as executory contracts assumed by the Registrant pursuant
to the Registrant's '93 Reorganization. Accordingly, such
indemnification obligations survive and were unaffected by the
entry of the order confirming the Registrant's '93
Reorganization. The obligations of the Registrant to indemnify
any person who, as of the '93 Reorganization, was no longer
serving as one of its directors, officers or employees, which
indemnity obligation arose by reason of such person's prior
service in any such capacity, or as a director, officer or
employee of another corporation, partnership or other legal
entity, to the extent provided in the certificate of
incorporation, by-laws or other constituent documents or by
statutory law or written agreement of or with TWA were terminated
and discharged pursuant to Section 502(e) of the United States
Bankruptcy Code or otherwise, as of the date the '93
Reorganization was confirmed. Nothing contained in the Third
Amended and
II-2
<PAGE>
Restated Certificate of Incorporation of the Registrant shall be
deemed to reinstate any obligation of the Corporation to
indemnify any person or entity, which was otherwise released
under or in connection with the Comprehensive Settlement
Agreement entered into pursuant to the '93 Reorganization.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
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 registrant 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
registrant 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 Securities Act and will be governed by the final adjudication
of such issue.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement:
*4.1 Employee Stock Incentive Program (Exhibit 10.49 to
Registrant's Form 10-K for the period ending
12/31/95).
5.1 Opinion of Counsel of Cleary, Gottlieb, Steen &
Hamilton, counsel to the Registrant, as to the
legality of the shares being registered.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton,
counsel to the Registrant (included in Exhibit 5.1)
24.1 Power of Attorney
- ----------------
* Incorporated by reference.
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 and to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(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.
II-3
<PAGE>
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets the requirements for filing on Form S-8 and
has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of St. Louis, State of Missouri, July 14,
1998.
TRANS WORLD AIRLINES, INC.
July 14, 1998
By /s/ Michael J. Palumbo
-----------------------------
Michael J. Palumbo,
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Gerald L. Gitner Director, Chairman of July 14, 1998
-------------------- the Board and Chief
Gerald L. Gitner Executive Officer
(Principal Executive
Officer)
/s/ Michael J. Palumbo Senior Vice President July 14, 1998
-------------------- and Chief Financial
Michael J. Palumbo Officer (Principal
Financial Officer
and Principal
Accounting Officer)
* Director July 14, 1998
--------------------
John W. Bachmann
* Director July 14, 1998
--------------------
William F. Compton
* Director July 14, 1998
--------------------
Eugene P. Conese
Director
--------------------
Sherry L. Cooper
* Director July 14, 1998
--------------------
Edgar M. House
* Director July 14, 1998
--------------------
Thomas H. Jacobsen
* Director July 14, 1998
--------------------
Myron Kaplan
* Director July 14, 1998
--------------------
David M. Kennedy
II-5
<PAGE>
* Director July 14, 1998
--------------------
General Merrill A.
McPeak
* Director July 14, 1998
--------------------
Thomas F. Meagher
* Director July 14, 1998
--------------------
Brent S. Miller
* Director July 14, 1998
--------------------
William O'Driscoll
* Director July 14, 1998
--------------------
G. Joseph Reddington
* Director July 14, 1998
--------------------
Blanche M. Touhill
*By: /s/ Kathleen A. Soled July 14, 1998
- ---------------------------
Kathleen A. Soled
as Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
*4.1 Employee Stock Incentive Program (Exhibit 10.49 to
Registrant's Form 10-K for the period ending
12/31/95).
5.1 Opinion of Counsel of Cleary, Gottlieb, Steen &
Hamilton, counsel to the Registrant, as to the
legality of the shares being registered
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton,
counsel to the Registrant (included in Exhibit 5.1)
24.1 Power of Attorney
- ----------------
* Incorporated by reference
Exhibit 5.1
[Letterhead of Cleary, Gottlieb, Steen & Hamilton]
Writer's Direct Dial: (212) 225-2920
July 14, 1998
Gerald L. Gitner
Chairman and Chief Executive Officer
Trans World Airlines, Inc.
515 N. Sixth Street
St. Louis, Missouri 63101
Dear Sirs:
Trans World Airlines, Inc., a Delaware corporation,
has requested our opinion in connection with a Registration
Statement on Form S-8 (the "Registration Statement") to be filed
by it today with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the shares of Common Stock, $.01 par value,
of Trans World Airlines, Inc., to be issued under the Employee
Stock Incentive Program (the "Program").
We have examined and are relying on originals, or
copies certified or otherwise identified to our satisfaction, of
such corporate records and such other instruments, certificates
and representations of public officials, officers and
representatives of Trans World Airlines, Inc., and such other
persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinion expressed below.
Based on the foregoing, it is our opinion that the
shares of Trans World Airlines, Inc., issuable under the Program
are duly authorized and, when issued in accordance with the terms
of the Program, at prices in excess of the par value thereof,
will be validly issued, fully paid and nonassessable.
<PAGE>
Gerald L. Gitner, p. 2
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. By giving such consent, we
do not thereby admit that we are experts with respect to any part
of the Registration Statement, including this exhibit, within the
meaning of the term "expert" as used in the Act or the rules and
regulations of the Commission issued thereunder.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ Arthur H. Kohn
--------------------------------
Arthur H. Kohn, a partner
Exhibit 23.1
AUDITORS' 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 4, 1998, relating to the consolidated balance sheets
of Trans World Airlines, Inc. and subsidiaries as of December 31,
1997 and 1996, 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, 1997,
which report appears in the December 31, 1997 annual report on
Form 10-K of Trans World Airlines, Inc. Our report refers to the
application of fresh start reporting as of September 1, 1995.
KPMG Peat Marwick, LLP
Kansas City, Missouri
July 13, 1998
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, John W. Bachmann, a
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 13 day of July, 1998.
/s/ John W. Bachmann
----------------------------
John W. Bachmann
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, William F. Compton,
a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 8 day of July, 1998.
/s/ William F. Compton
----------------------------
William F. Compton
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Eugene P. Conese, a
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this _____ day of ___________, 1998.
/s/ Eugene P. Conese
----------------------------
Eugene P. Conese
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Edgar M. House, a
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 9th day of July, 1998.
/s/ Edgar M. House
----------------------------
Edgar M. House
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Thomas H. Jacobsen,
a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 13th day of July, 1998.
/s/ Thomas H. Jacobsen
----------------------------
Thomas H. Jacobsen
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Myron Kaplan, a
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 9th day of July, 1998.
/s/ Myron Kaplan
----------------------------
Myron Kaplan
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, David M. Kennedy, a
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 10th day of July, 1998.
/s/ David M. Kennedy
----------------------------
David M. Kennedy
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Merrill A. McPeak,
a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 9 day of July, 1998.
/s/ Merrill A. McPeak
----------------------------
Merrill A. McPeak
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Thomas F. Meagher,
a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 13 day of July, 1998.
/s/ Thomas F. Meagher
----------------------------
Thomas F. Meagher
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Brent S. Miller, a
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 13 day of July, 1998.
/s/ Brent S. Miller
----------------------------
Brent S. Miller
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, William O'Driscoll,
a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this _____ day of ___________, 1998.
/s/ William O'Driscoll
----------------------------
William O'Driscoll
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, G. Joseph
Reddington, a Director of TRANS WORLD AIRLINES, INC. (the
"Company"), a Delaware corporation, do constitute and appoint
Gerald L. Gitner, Michael J. Palumbo and Kathleen A. Soled,
jointly and severally, my true and lawful attorneys-in-fact, with
full power of substitution for me in any and all capacities, to
sign, pursuant to the requirements of the Securities Act of 1933,
the Registration Statement on Form S-8 for TRANS WORLD AIRLINES,
INC. relating to shares of the Company's Common Stock, $.01 par
value per share, to be issued in connection with stock granted
pursuant to the Company's Employee Stock Incentive Program, and
to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in
connection therewith, and to sign on my behalf and in my stead,
in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this _____ day of ___________, 1998.
/s/ G. Joseph Reddington
----------------------------
G. Joseph Reddington
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Blanche M. Touhill,
a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint Gerald L. Gitner,
Michael J. Palumbo and Kathleen A. Soled, jointly and severally,
my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant
to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for TRANS WORLD AIRLINES, INC.
relating to shares of the Company's Common Stock, $.01 par value
per share, to be issued in connection with stock granted pursuant
to the Company's Employee Stock Incentive Program, and to file
the same with the Securities and Exchange Commission, together
with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and
all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the
said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities
registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 9 day of July, 1998.
/s/ Blanche M. Touhill
----------------------------
Blanche M. Touhill
