<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 2 TO PROSPECTUS DATED FEBRUARY 5, 1998
TRANS WORLD AIRLINES, INC.
850,100 SHARES OF 9 1/4% CUMULATIVE CONVERTIBLE EXCHANGEABLE
PREFERRED STOCK, $.01 PAR VALUE PER SHARE
(Subject to Conversion into Shares of Common Stock, $.01 par value per share)
The 850,100 shares of 9 1/4% Cumulative Convertible Exchangeable Preferred
Stock, $.01 par value per share (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 February 5, 1998 (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. This table is cumulative and includes information 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. 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>
- ----------------------------------------------------------------------------------------------------------------------------
Percentage of Approximate Number
Number of shares of Outstanding of Shares of Common
Preferred Stock Number of shares of shares of Stock into which
Name Beneficially Owned Preferred Stock Offered Preferred Stock Convertible
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Raphael, L.P. 47,800 47,800 2.77% 302,526.20
Michael Angelo. L.P. 43,800 43,800 2.54% 277,210.20
Angelo, Gordon Co., L.P. 44,900 44,900 2.60% 284,172.10
Ramius Fund, Ltd. 28,000 28,000 1.62% 177,212.00
Baldwin Enterprises, Inc. 15,000 15,000 0.87% 94,974.00
Medici Partners, L.P. 6,000 6,000 0.35% 37,974.00
Ramius Securities, LLC 5,000 5,000 0.29% 31,645.00
Bear, Stearns & Co. 5,000 5,000 0.29% 31,645.00
R2 Investments, L.D.C. 8,100 8,100 0.47% 51,264.90
Q Investments, L.P. 15,600 15,600 0.90% 98,732.40
No Margin Fund, L.P. 22,200 22,200 1.29% 140,503.80
Steeler Fund, Ltd.1 179,000 179,000 10.38% 1,132,891.00
Duquesne Fund, L.<F1> 98,800 98,800 5.73% 625,305.20
Lazard Freres & Co. LLC 73,100 73,100 4.24% 462,649.90
<CAPTION>
(Continued on next page)
<FN>
<F1> To be offered through Lazard Freres & Co. LLC.
<F2> Lazard Freres & Co. LLC has received certain fees and other remuneration in connection with the offer and sale
of certain of the Company's convertible securities and debt in the fourth calendar quarter of 1997 and may
receive such fees and other remuneration in connection with the offer and sale of the Company's securities
in the first calendar quarter of 1998. Lazard may from time to time provide financial advice to the Company.
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<S> <C> <C> <C> <C>
Credit Research & Trading LLC 15,000 15,000 0.87% 94,935.00
<F*> Lazard Freres & Co. LLC <F2> 22,500 22,500 1.30% 142,402.50
<F*> Deutsche Morgan Grenfell Inc. 173,300 173,300 10.05% 1,096,815.90
<F*> Lazard Freres & Co. LLC <F2> 47,000 47,000 2.72% 297,463.00
------- ------- ------ ------------
Total. . . . . . . . . . . . . . . 850,100 850,100 49.28% 5,380,282.90
======= ======= ====== ============
<FN>
<F*> Selling Holders being reported for the the first time.
</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 1,725,000.
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 MARCH 17, 1998
