<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED FEBRUARY 5, 1998
TRANS WORLD AIRLINES, INC.
592,300 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 592,300 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 as of February 23, 1998
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. 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>
- ---------------------------------------------------------------------------------------------------------------------
Number of Percentage of Approximate Number
Number of shares of shares of Outstanding of Shares of Common
Preferred Stock Preferred Stock shares of Stock into which
Name Beneficially Owned 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, L.L.C. 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.<F1> 179,000 179,000 10.38% 1,132,891.00
Duquesne Fund, L.P.<F1> 98,800 98,800 5.73% 625,305.20
Lazard Freres & Co. LLC 73,100 73,100 4.24% 462,649.90
------- ------- ------ ------------
Total. . . . . . . . . . . . . 592,300 592,300 34.34% 3,748,666.70
======= ======= ====== ============
(Continued on next page)
<FN>
- ---------
<F1> To be offered through Lazard Freres & Co. L.L.C.
</TABLE>
<PAGE> 2
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 FEBRUARY 23, 1998
