As filed with the Securities and Exchange Commission on July 30, 1998
Registration No. 333-59405
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRANS WORLD AIRLINES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 4512 43-1145889
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code Number) Identification 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)
------------
Gerald L. Gitner Copies to:
Chairman and Chief Executive Officer David W. Hirsch, Esq.
One City Centre, 515 N. Sixth Street Cleary, Gottlieb, Steen & Hamilton
St. Louis, Missouri 63101 One Liberty Plaza
New York, New York 10006
(314) 589-3000 (212) 225-2000
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent for Service)
------------
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
registration statement.
If the securities being registered on this form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the
following box. |_|
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. |_|
If this form is a post-effective amendment filed pursuant
to Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration number of the earlier
effective registration statement for the same offering. |_|
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the Registration Statement shall
become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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.
The eleventh article of TWA's Third Amended and Restated
Certificate of Incorporation ("Article Eleventh") provides that
the Company 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 Company, or is or was
serving at the request of the Company 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 Company 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 Company 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 Company 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 Company against such
expenses as authorized by Article Eleventh and the Company 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 Company 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 Company, or is or was serving
at the request of the Company 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 Company 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
indemnification permitted to directors, officers, employees or
agents of the Company, then the Company shall indemnify such
persons to the fullest extent permitted by the DGCL, as so
amended.
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The obligations of the Company to indemnify any person
serving as one of its directors, officers or employees as of or
following the Company'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 Company, shall be deemed and
treated as executory contracts assumed by the Company pursuant to
the Company's '93 Reorganization. Accordingly, such
indemnification obligations survive and were unaffected by the
entry of the order confirming the Company's '93 Reorganization.
The obligations of the Company 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 Restated Certificate of Incorporation of
the Company 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, as amended (the "Securities Act"),
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 (the "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 21. Exhibits
(a) Exhibits
*2.1 --Joint Plan of Reorganization, dated May 12, 1995
(Appendix B to the Registrant's Registration Statement
on Form S-4, Registration Number 33-84944, as amended)
*2.2 --Modifications to Joint Plan of Reorganization, dated
July 14, 1995 and Supplemental Modifications to Joint
Plan of Reorganization dated August 2, 1995 (Exhibit 2.5
to 6/95 10-Q)
*2.3 --Findings of Fact, Conclusions of Law and Order
Confirming Modified Joint Plan of Reorganization, dated
August 4, 1995, with Exhibits A-B attached (Exhibit 2.6
to 6/95 10-Q)
*2.4 --Final Decree, dated December 28, 1995, related to the
'95 Reorganization (Exhibit 2.7 to 12/31/95 Form 10-K)
*4.1 --Voting Trust Agreement, dated November 3, 1993,
between TWA and LaSalle National Trust, N.A. as trustee
(Exhibit 4.3 to 9/93 10-Q)
*4.2 --IAM Trans World Employees' Stock Ownership Plan and
related Trust Agreement, dated August 31, 1993, between
TWA, the IAM Plan Trustee Committee and the IAM Trustee
(Exhibit to 9/93 10-Q)
*4.3 --IFFA Trans World Employees' Stock Ownership Plan and
related Trust Agreement, dated August 31, 1993, between
TWA, the IFFA Plan Trustee Committee and the IFFA
Trustee (Exhibit 4.5 to 9/93 10-Q)
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<PAGE>
*4.4 --Trans World Airlines, Inc. Employee Stock Ownership
Plan, dated August 31, 1993, First Amendment thereto,
dated October 31, 1993, and related Trust Agreement,
dated August 31, 1993, between TWA and the ESOP Trustee
(Exhibit 4.6 to 9/93 10-Q)
*4.5 --ALPA Stock Trust, dated August 31, 1993, between TWA
and the ALPA Trustee (Exhibit 4.7 to 9/93 10-Q)
*4.6 --Stockholders Agreement, dated November 3, 1993, among
TWA, LaSalle National Trust, N.A., as Voting Trustee and
the ALPA Trustee, IAM Trustee, IFFA Trustee and Other
Employee Trustee (each as defined herein), as amended by
the Addendum to Stockholders dated November 3, 1993
(Exhibit 4.8 to 9/93 10-Q)
*4.7 --Registration Rights Agreement, dated November 3, 1993,
between TWA and the Initial Significant Holders (Exhibit
4.9 to 9/93 10-Q)
*4.8 --Indenture between TWA and Harris Trust and Savings
Bank, dated November 3, 1993 relating to TWA's 8% Senior
Secured Notes Due 2000 (Exhibit 4.11 to 9/93 10-Q)
*4.9 --Indenture between TWA and American National Bank and
Trust Company of Chicago, N.A., dated November 3, 1993
relating to TWA's 8% Secured Notes Due 2001 (Exhibit
4.12 to 9/93 10-Q)
*4.10 --The TWA Air Line Pilots 1995 Employee Stock Ownership
Plan, effective as of January 1, 1995 (Exhibit 4.12 to
9/95 10-Q)
*4.11 --TWA Air Line Pilots Supplemental Stock Plan, effective
September 1, 1994 (Exhibit 4.13 to 9/95 10-Q)
*4.12 --TWA Air Line Pilots Supplemental Stock Plan Trust,
effective August 23, 1995 (Exhibit 4.14 to 9/95 10-Q)
*4.13 --TWA Air Line Pilots Supplemental Stock Plan Custodial
Agreement, effective August 23, 1995 (Exhibit 4.15 to
9/95 10-Q)
*4.14 --Form of Indenture relating to TWA's 8% Convertible
Subordinated Debentures Due 2006 (Exhibit 4.16 to
Registrant's Registration Statement on Form S-3,
No. 333-04977)
*4.15 --Indenture dated as of March 31, 1997 between TWA and
First Security Bank, National Association relating to
TWA's 12% Senior Secured Notes due 2002 (Exhibit 4.15 to
Registrant's Registration Statement on Form S-4, No.
333-26645)
*4.16 --Form of 12% Senior Secured Note due 2002 (contained in
Indenture filed as Exhibit 4.15 to 12/31/97 Form 10-K)
*4.17 --Registration Rights Agreement dated as of March 31, 1997
between the Company and the Initial Purchaser relating
to the 12% Senior Secured Notes due 2002 and the
warrants to purchase 126.26 shares of TWA Common Stock
(Exhibit 4.17 to Registrant's Registration Statement on
Form S-4, No. 333-26645)
*4.18 --Warrant Agreement dated as of March 31, 1997 between the
Company and American Stock Transfer & Trust Company, as
Warrant Agent, relating to warrants to purchase 126.26
shares of TWA Common Stock (Exhibit 4.18 to Registrant's
Registration Statement on Form S-4, No. 333-26645)
*4.19 --Form of Indenture relating to TWA's 9 1/4% Convertible
Subordinated Debentures due 2007 (Exhibit 4.19 to
Registrant's Registration Statement on Form S-3,
No. 33-44689)
*4.20 --Registration Rights Agreement dated as of December 2,
1997 between the Company and the Initial Purchasers
(Exhibit 4.20 to Registrant's Registration Statement on
Form S-3, No. 33-44689)
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*4.21 --Indenture dated as of December 9, 1997 by and between
TWA and First Security Bank, National Association, as
Trustee, relating to TWA's 11 1/2% Senior Secured Notes
due 2004 (Exhibit 4.21 to Registrant's Registration
Statement on Form S-3, No. 33-44661)
*4.22 --Form of 11 1/2% Senior Secured Note due 2004 (contained in
Indenture filed as Exhibit 4.21 to 12/31/97 Form 10-K)
*4.23 --Registration Rights Agreement dated as of December 9,
1997 among the Company and Lazard Freres & Co. LLC and
PaineWebber Incorporated, as initial purchasers,
relating to TWA's 11 1/2% Senior Secured Notes due 2004
(Exhibit 4.23 to Registrant's Registration Statement on
Form S-3, No. 33-44661)
*4.24 --Sale and Service Agreement dated as of December 30, 1997
between TWA and Constellation Finance LLC, as purchaser,
relating to TWA's receivables (Exhibit 4.24 to
Registrant's Registration Statement on Form S-3, No.
33-44661)
*4.25 --Registration Rights Agreement dated as of March 3, 1998
between the Company and the Initial Purchaser
*4.26 --Indenture dated as of March 3, 1998 by and between TWA
and First Security Bank, National Association, as
Trustee, relating to TWA's 11 3/8% Senior Notes due 2006
*4.27 --Aircraft Sale and Note Purchase Agreement dated as of
April 9, 1998 among TWA, First Security Bank, National
Association, as Owner Trustee and Seven Sixty Seven
Leasing, Inc.
*4.28 --Indenture dated as of April 21, 1998 by and between TWA
and First Security Bank, National Association, as
Trustee, relating to TWA's 11 3/8% Senior Secured Notes
due 2003
*4.29 --Form of 11 3/8% Senior Secured Notes due 2003 (contained
as Exhibit 1 to Rule 144A/Regulation S Appendix to
Indenture in Exhibit 4.28)
**4.30 --Indenture dated as of April 21, 1998 by and between TWA
and First Security Bank, National Association, as Trustee,
relating to TWA's Mandatory Conversion Equity Notes due 1999
**4.31 --Form of Mandatory Conversion Equity Note due 1999
(contained as Exhibit A to Indenture in Exhibit 4.30)
*4.32 --Registration Rights Agreement dated as of April 21, 1998
between the Company, Lazard Freres & Co. LLC and First
Security Bank, National Association relating to the 11
3/8% Senior Secured Notes Due 2003 (Exhibit 4.31 to
Registrant's Registration Statement on Form S-3, filed
with the SEC on June 16, 1998)
*4.33 --Registration Rights Agreement dated as of April 21, 1998
between the Company, Lazard Freres & Co. LLC and First
Security Bank, National Association relating to the
Mandatory Conversion Equity Notes Due 1999 (Exhibit 4.32
to Registrant's Registration Statement on Form S-3,
filed with the SEC on June 16, 1998)
**4.34 --Indenture dated as of June 16, 1998 by and between TWA
and First Security Bank, National Association, as
Trustee, relating to TWA's 10 1/4% Senior Secured Notes
due 2003
**4.35 -- Form of 10 1/4% Senior Secured Notes due 2003 (contained
as Exhibit 1 to Rule 144A/Regulation S Appendix to Indenture
in Exhibit 4.34)
**4.36 -- Registration Rights Agreement dated as of June 16,1998
between the Company, Lazard Freres & Co. LLC and First
Security Bank, National Association relating to the 10 1/4 %
Senior Secured Notes Due 2003
**4.37 --Indenture dated as of June 16, 1998 by and between TWA
and First Security Bank, National Association, as
Trustee, relating to TWA's 10 1/4% Mandatory Conversion
Equity Notes due 1999
II-4
<PAGE>
**4.38 --Form of 10 1/4% Mandatory Conversion Equity Notes due
1999 (contained as Exhibit A to Indenture in Exhibit 4.37)
**4.39 --Registration Rights Agreement dated as of June 16,
1998 between the Company, Lazard Freres & Co. LLC and
First Security Bank, National Association relating to
the 10 1/4% Mandatory Conversion Equity Notes Due 1999
**5 --Opinion of Cleary, Gottlieb, Steen & Hamilton, Counsel
to the Registrant, regarding the validity of the
securities being registered
*12 --Statement re: Computation of Ratio of Fixed Charges
(Exhibit 12 to Registrant's Registration Statement on
Form S-3, Regis. No. 333-58481)
**23.1 --Consent of KPMG Peat Marwick LLP
**23.2 --Consent of Cleary, Gottlieb, Steen & Hamilton, Counsel
to the Registrant (included in Exhibit 5)
**24 --Powers of Attorney
**25 --Statement of Eligibility of First Security Bank, National
Association
99.1 --Form of Letter of Transmittal
99.2 --Form of Notice of Guaranteed Delivery
99.3 --Form of Instruction to Registered Holder and/or
Book-Entry Transfer Facility Participant from Owner of
Old Notes
99.4 --Form of Letter to Registered Holders and Depository Trust
Company Participants
99.5 --Form of Letter to Clients of Depository Trust
Company Participants
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* Incorporated by reference
** Previously filed
(b) Schedules
All supplementary schedules relating to the Registration
Statement are omitted because they are not required or because
the required information, where material, is contained in the
Consolidated Financial Statements incorporated by reference from
the 12/31/97 Form 10-K and 3/31/98 Form 10-Q.
ITEM 22. 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the
II-5
<PAGE>
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act), 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 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.
(d) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
Trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act (the "Act") in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2)
of the Act.
(e) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4 or 11 of this form,
within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of St. Louis, State of Missouri,
July 29, 1998.
TRANS WORLD AIRLINES, INC.
July 29, 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-4 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 the Board July 29, 1998
- ---------------------- and Chief Executive Officer
Gerald L. Gitner (Principal Executive Officer)
/s/ Michael J. Palumbo
- ---------------------- Senior Vice President and Chief July 29, 1998
Michael J. Palumbo Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
* Director July 29, 1998
- ----------------------
John W. Bachmann
* Director July 29, 1998
- ----------------------
William F. Compton
* Director July 29, 1998
- ----------------------
Eugene P. Conese
* Director July 29, 1998
- ----------------------
Sherry L. Cooper
* Director July 29, 1998
- ----------------------
Edgar M. House
* Director July 29, 1998
- ----------------------
Thomas H. Jacobsen
* Director July 29, 1998
- ----------------------
Myron Kaplan
* Director July 29, 1998
- ----------------------
David M. Kennedy
<PAGE>
* Director July 29, 1998
- ----------------------
General Merrill A. McPeak
* Director July 29, 1998
- ----------------------
Thomas F. Meagher
* Director July 29, 1998
- ----------------------
Brent S. Miller
* Director July 29, 1998
- ----------------------
William O'Driscoll
* Director July 29, 1998
- ----------------------
G. Joseph Reddington
* Director July 29, 1998
- ----------------------
Blanche M. Touhill
*By: /s/ Kathleen A. Soled July 29, 1998
- --------------------------
Kathleen A. Soled
as Attorney-in-fact
<PAGE>
EXHIBIT INDEX
*2.1 --Joint Plan of Reorganization, dated May 12, 1995
(Appendix B to the Registrant's Registration Statement
on Form S-4, Registration Number 33-84944, as amended)
*2.2 --Modifications to Joint Plan of Reorganization, dated
July 14, 1995 and Supplemental Modifications to Joint
Plan of Reorganization dated August 2, 1995 (Exhibit 2.5
to 6/95 10-Q)
*2.3 --Findings of Fact, Conclusions of Law and Order
Confirming Modified Joint Plan of Reorganization, dated
August 4, 1995, with Exhibits A-B attached (Exhibit 2.6
6/95 10-Q)
*2.4 --Final Decree, dated December 28, 1995, related to the
'95 Reorganization (Exhibit 2.7 to 12/31/95 Form 10-K)
*4.1 --Voting Trust Agreement, dated November 3, 1993,
between TWA and LaSalle National Trust, N.A. as
trustee (Exhibit 4.3 to 9/93 10-Q)
*4.2 --IAM Trans World Employees' Stock Ownership Plan
and related Trust Agreement, dated August 31,
1993, between TWA, the IAM Plan Trustee Committee
and the IAM Trustee (Exhibit to 9/93 10-Q)
*4.3 --IFFA Trans World Employees' Stock Ownership Plan
and related Trust Agreement, dated August 31,
1993, between TWA, the IFFA Plan Trustee Committee
and the IFFA Trustee (Exhibit 4.5 to 9/93 10-Q)
*4.4 --Trans World Airlines, Inc. Employee Stock
Ownership Plan, dated August 31, 1993, First
Amendment thereto, dated October 31, 1993, and
related Trust Agreement, dated August 31, 1993,
between TWA and the ESOP Trustee (Exhibit 4.6 to
9/93 10-Q)
*4.5 --ALPA Stock Trust, dated August 31, 1993, between TWA
and the ALPA Trustee (Exhibit 4.7 to 9/93 10-Q)
*4.6 --Stockholders Agreement, dated November 3, 1993,
among TWA, LaSalle National Trust, N.A., as Voting
Trustee and the ALPA Trustee, IAM Trustee, IFFA
Trustee and Other Employee Trustee (each as
defined herein), as amended by the Addendum to
Stockholders dated November 3, 1993 (Exhibit 4.8
to 9/93 10-Q)
*4.7 --Registration Rights Agreement, dated November 3,
1993, between TWA and the Initial Significant
Holders (Exhibit 4.9 to 9/93 10-Q)
*4.8 --Indenture between TWA and Harris Trust and
Savings Bank, dated November 3, 1993 relating to
TWA's 8% Senior Secured Notes Due 2000 (Exhibit
4.11 to 9/93 10-Q)
*4.9 --Indenture between TWA and American National Bank
and Trust Company of Chicago, N.A., dated November
3, 1993 relating to TWA's 8% Secured Notes Due
2001 (Exhibit 4.12 to 9/93 10-Q)
*4.10 --The TWA Air Line Pilots 1995 Employee Stock
Ownership Plan, effective as of January 1, 1995
(Exhibit 4.12 to 9/95 10-Q)
*4.11 --TWA Air Line Pilots Supplemental Stock Plan, effective
September 1, 1994 (Exhibit 4.13 to 9/95 10-Q)
*4.12 --TWA Air Line Pilots Supplemental Stock Plan
Trust, effective August 23, 1995 (Exhibit 4.14 to
9/95 10-Q)
<PAGE>
*4.13 --TWA Air Line Pilots Supplemental Stock Plan Custodial
Agreement, effective August 23, 1995 (Exhibit 4.15 to
9/95 10-Q)
*4.14 --Form of Indenture relating to TWA's 8% Convertible
Subordinated Debentures Due 2006 (Exhibit 4.16 to
Registrant's Registration Statement on Form S-3,
No. 333-04977)
*4.15 --Indenture dated as of March 31, 1997 between TWA
and First Security Bank, National Association
relating to TWA's 12% Senior Secured Notes due
2002 (Exhibit 4.15 to Registrant's Registration
Statement on Form S-4, No. 333-26645)
*4.16 --Form of 12% Senior Secured Note due 2002 (contained
in Indenture filed as Exhibit 4.15 to
12/31/97 Form 10-K)
*4.17 --Registration Rights Agreement dated as of March
31, 1997 between the Company and the Initial
Purchaser relating to the 12% Senior Secured Notes
due 2002 and the warrants to purchase 126.26
shares of TWA Common Stock (Exhibit 4.17 to
Registrant's Registration Statement on Form S-4,
No. 333-26645)
*4.18 --Warrant Agreement dated as of March 31, 1997
between the Company and American Stock Transfer &
Trust Company, as Warrant Agent, relating to
warrants to purchase 126.26 shares of TWA Common
Stock (Exhibit 4.18 to Registrant's Registration
Statement on Form S-4, No. 333-26645)
*4.19 --Form of Indenture relating to TWA's 9 1/4% Convertible
Subordinated Debentures due 2007 (Exhibit 4.19 to
Registrant's Registration Statement on Form S-3, No.
33-44689)
*4.20 --Registration Rights Agreement dated as of December 2, 1997
between the Company and the Initial Purchasers (Exhibit
4.20 to Registrant's Registration Statement on Form S-3,
No. 33-44689)
*4.21 --Indenture dated as of December 9, 1997 by and
between TWA and First Security Bank, National
Association, as Trustee, relating to TWA's 11 1/2%
Senior Secured Notes due 2004 (Exhibit 4.21 to
Registrant's Registration Statement on Form S-3,
No. 33-44661)
*4.22 --Form of 11 1/2% Senior Secured Note due 2004
(contained in Indenture filed as Exhibit 4.21 to
12/31/97 Form 10-K)
*4.23 --Registration Rights Agreement dated as of
December 9, 1997 among the Company and Lazard
Freres & Co. LLC and PaineWebber Incorporated, as
initial purchasers, relating to TWA's 11 1/2%
Senior Secured Notes due 2004 (Exhibit 4.23 to
Registrant's Registration Statement on Form S-3,
No. 33-44661)
*4.24 --Sale and Service Agreement dated as of December
30, 1997 between TWA and Constellation Finance
LLC, as purchaser, relating to TWA's receivables
(Exhibit 4.24 to Registrant's Registration
Statement on Form S-3, No. 33-44661)
*4.25 --Registration Rights Agreement dated as of March 3, 1998
between the Company and the Initial Purchaser
*4.26 --Indenture dated as of March 3, 1998 by and
between TWA and First Security Bank, National
Association, as Trustee, relating to TWA's 11 3/8%
Senior Notes due 2006
*4.27 --Aircraft Sale and Note Purchase Agreement dated
as of April 9, 1998 among TWA, First Security
Bank, National Association, as Owner Trustee and
Seven Sixty Seven Leasing, Inc.
<PAGE>
*4.28 --Indenture dated as of April 21, 1998 by and
between TWA and First Security Bank, National
Association, as Trustee, relating to TWA's 11 3/8%
Senior Secured Notes due 2003
*4.29 --Form of 11 3/8% Senior Secured Notes due 2003
(contained as Exhibit 1 to Rule 144A/Regulation S
Appendix to Indenture in Exhibit 4.28)
**4.30 -- Indenture dated as of April 21, 1998 by and between TWA
and First Security Bank, National Association, as Trustee,
relating to TWA's Mandatory Conversion Equtiy Notes due 1999
**4.31 --Form of Mandatory Conversion Equity Note due 1999
(contained as Exhibit A to Indenture in Exhibit 4.30)
*4.32 --Registration Rights Agreement dated as of April
21, 1998 between the Company, Lazard Freres & Co.
LLC and First Security Bank, National Association
relating to the 11 3/8% Senior Secured Notes Due
2003 (Exhibit 4.31 to Registrant's Registration
Statement on Form S-3, filed with the SEC on
June 16, 1998)
*4.33 --Registration Rights Agreement dated as of April
21, 1998 between the Company, Lazard Freres & Co.
LLC and First Security Bank, National Association
relating to the Mandatory Conversion Equity Notes
Due 1999 (Exhibit 4.32 to Registrant's
Registration Statement on Form S-3, filed with the
SEC on June 16, 1998)
**4.34 --Indenture dated as of June 16, 1998 by and
between TWA and First Security Bank, National
Association, as Trustee, relating to TWA's 10 1/4%
Senior Secured Notes due 2003
**4.35 --Form of 10 1/4% Senior Secured Notes Due 2003
(contained as Exhibit 1 to Rule 144A/Regulation S
Appendix to Indenture in Exhibit 4.34)
**4.36 --Registration Rights Agreemnt dated as of June 16,1998
between the Company, Lazard Freres & Co. LLC and First
Security Bank, National Association relating to the 10 1/4%
Senior Secured Notes Due 2003
**4.37 --Indenture dated as of June 16, 1998 by and
between TWA and First Security Bank, National
Association, as Trustee, relating to TWA's 10 1/4%
Mandatory Conversion Equity Notes due 1999
**4.38 --Form of 10 1/4% Mandatory Conversion Equity
Notes due 1999 (contained as Exhibit A to
Indenture in Exhibit 4.37)
**4.39 --Registration Rights Agreement dated as of June
16, 1998 between the Company, Lazard Freres & Co.
LLC and First Security Bank, National Association
relating to the 10 1/4% Mandatory Conversion
Equity Notes Due 1999
**5 --Opinion of Cleary, Gottlieb, Steen & Hamilton,
Counsel to the Registrant, regarding the validity
of the securities being registered
*12 --Statement re: Computation of Ratio Earnings to Fixed Charges
(Exhibit 12 to Registrant's Registration Statement on
Form S-3, Regis. No. 333-58481)
**23.1 --Consent of KPMG Peat Marwick LLP
**23.2 --Consent of Cleary, Gottlieb, Steen & Hamilton,
Counsel to the Registrant (included in Exhibit 5)
**24 --Powers of Attorney
**25 --Statement of Eligibility of First Security Bank,
National Association
99.1 --Form of Letter of Transmittal
99.2 --Form of Notice of Guaranteed Delivery
<PAGE>
99.3 --Form of Instruction to Registered Holder and/or
Book-Entry Transfer Facility Participant from
Owner of Old Notes
99.4 --Form of Letter to Registered Holders and
Depository Trust Company Participants
99.5 --Form of Letter to Clients of Depository Trust
Company Participants
---------------
* Incorporated by reference
** Previously filed
LETTER OF TRANSMITTAL
Offer to Exchange
10 1/4% Senior Secured Notes due 2003,
which have been registered under
the Securities Act of 1933, as amended,
for any and all outstanding
10 1/4% Senior Secured Notes due 2003
of
Trans World Airlines, Inc.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
MONDAY, AUGUST 31, 1998 (THE "EXPIRATION DATE")
UNLESS EXTENDED BY TRANS WORLD AIRLINES, INC.
EXCHANGE AGENT:
FIRST SECURITY BANK, NATIONAL ASSOCIATION
By Hand or Overnight By Registered or
Delivery: Certified Mail:
First Security Bank, First Security Bank,
National Association National Association
Corporate Trust Department Corporate Trust Department
79 South Main Street 79 South Main Street
Salt Lake City, Utah 84111 Salt Lake City, Utah 84111
Facsimile Transmissions:
(Eligible Institutions Only)
(801) 246-5053
To Confirm by Telephone
or for Information Call:
(801) 246-5630
Delivery of this Letter of Transmittal to an address other
than as set forth above or transmission of this letter of
transmittal via a facsimile transmission to a number other than
as set forth above will not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus
dated July 31, 1998 (the "Prospectus") of Trans World Airlines,
Inc. (the "Company") which, together with this Letter of
Transmittal (the "Letter of Transmittal"), describes the
Company's offer (the "Exchange Offer") to exchange $1,000 in
principal amount of 10 1/4% Senior Secured Notes due 2003 (the
"Exchange Notes") for each $1,000 in principal amount of
outstanding 10 1/4% Senior Secured Notes due 2003 (the "Old
Notes"). The terms of the Exchange Notes are identical in all
material respects (including principal amount, interest rate and
maturity) to the terms of the Old Notes for which they may be
exchanged pursuant to the Exchange Offer, except that the
offering of the Exchange Notes will have been registered under
the Securities Act of 1933, as amended, and, therefore, the
Exchange Notes will not bear legends restricting the transfer
thereof and certain provisions relating to an increase in the
stated rate of interest shall be eliminated.
The undersigned has checked the appropriate boxes below and
signed this Letter of Transmittal to indicate the action the
undersigned desires to take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE
PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
<PAGE>
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL
MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF
TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Old Notes to which this Letter of
Transmittal relates. If the space provided below is inadequate,
the certificate numbers and principal amounts should be listed on
a separate signed schedule affixed hereto.
- -------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
- -------------------------------------------------------------------------------
Name(s) and Address(es) of | Certificates(s) Tendered
Registered Holder(s) | (Attach Signed List
(Please fill in) | if Necessary)
- -------------------------------------------------------------------------------
| | Aggregate |
| | Principle |
| | Amount |
| | Repre- | Principal
| Certificate | sented by | Amount
| Holders(s)* | Old Notes* | Tendered**
|_____________|_____________|_____________
|_____________|_____________|_____________
|_____________|_____________|_____________
|_____________|_____________|_____________
|_____________|_____________|_____________
|_____________|_____________|_____________
| Total | |
- -------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by Old Notes. See Instruction 2.
- -------------------------------------------------------------------------------
This Letter of Transmittal is to be used either if
certificates for Old Notes are to be forwarded herewith or if
delivery of Old Notes is to be made by book-entry transfer to an
account maintained by the Exchange Agent at The Depository Trust
Company ("DTC"), pursuant to the procedures set forth in "The
Exchange Offer--Book-Entry Transfer" in the Prospectus. Delivery
of documents to a book-entry transfer facility does not
constitute delivery to the Exchange Agent.
Unless the context requires otherwise, the term "Holder"
for purposes of this Letter of Transmittal means any person in
whose name Old Notes are registered on the books of the Company
or any other person who has obtained a properly completed bond
power from the registered holder or any person whose Old Notes
are held of record by DTC or its nominee who desire to deliver
such Old Notes by book-entry transfer at DTC.
Holders whose Old Notes are not immediately available or
who cannot deliver their Old Notes and all other documents
required hereby to the Exchange Agent on or prior to the
Expiration Date may tender their Old Notes according to the
guaranteed delivery procedure set forth in the Prospectus under
the caption "The Exchange Offer--Guaranteed Delivery Procedures."
2
<PAGE>
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH THE DEPOSITORY TRUST COMPANY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution____________________________________
_________________________________________________________________
The Depository Trust Company
Account Number___________________________________________________
Transaction Code Number__________________________________________
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s)_____________________________________
_________________________________________________________________
Name of Eligible Institution that Guaranteed Delivery
_________________________________________________________________
If Delivered by Book-Entry Transfer:
Account Number___________________________________________________
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
3
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the
Exchange Offer, the undersigned hereby tenders to the Company the
above-described principal amount of Old Notes. Subject to, and
effective upon, the acceptance for exchange of the Old Notes
tendered herewith, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, the Company all right, title
and interest in and to such Old Notes. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as the
true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that said Exchange Agent acts as the agent
of the undersigned in connection with the Exchange Offer) to
cause the Old Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power
and authority to tender, exchange, assign and transfer the Old
Notes and to acquire Exchange Notes issuable upon the exchange of
such tendered Old Notes, and that, when the same are accepted for
exchange, the Company will acquire good and unencumbered title to
the tendered Old Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any
adverse claim. The undersigned also warrants that it will, upon
request, execute and deliver any additional documents deemed by
the Exchange Agent or the Company to be necessary or desirable to
complete the exchange, assignment and transfer of tendered Old
Notes or transfer ownership of such Old Notes on the account
books maintained by The Depository Trust Company.
The Exchange Offer is subject to certain conditions as set
forth in the Prospectus under the caption "The Exchange Offer."
The undersigned recognizes as a result of these conditions (which
may be waived, in whole or in part, by the Company), as more
particularly set forth in the Prospectus, the Company may not be
required to exchange any of the Old Notes tendered hereby and, in
such event, the Old Notes not exchanged will be returned to the
undersigned at the address shown below the signature of the
undersigned.
By tendering, each holder of Old Notes represents to the
Company that (i) the Notes acquired pursuant to the Exchange
Offer are being obtained in the ordinary course of business of
the person receiving such Exchange Notes, whether or not such
person is such holder, (ii) neither the holder of Old Notes nor
any such other person has an arrangement or understanding with
any person to participate in the distribution of such Exchange
Notes, (iii) if the holder is not a broker-dealer or is a
broker-dealer but will not receive Exchange Notes for its own
account in exchange for Old Notes, neither the holder nor any
such other person is engaged in or intends to participate in a
distribution of the Exchange Notes and (iv) neither the holder
nor any such other person is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act of 1933, as
amended (the "Act"), or if such holder is an "affiliate," that
such holder will comply with the registration and prospectus
delivery requirements of the Act to the extent applicable. If the
tendering holder is a broker-dealer (whether or not it is also an
"affiliate") that will receive Exchange Notes for its own account
in exchange for Old Notes, it represents that the Old Notes to be
exchanged for the Exchange Notes were acquired by it as a result
of market-making activities or other trading activities, and
acknowledges that it will deliver a prospectus meeting the
requirements of the Act in connection with any resale of such
Exchange Notes. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Act in
connection with any resale of such Exchange Notes, the
undersigned is not deemed to admit that it is an "underwriter"
within the meaning of the Act.
All authority herein conferred or agreed to be conferred
shall survive the death, bankruptcy or incapacity of the
undersigned and every obligation of the undersigned hereunder
shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Tendered Old Notes may
be withdrawn at any time prior to the Expiration Date.
4
<PAGE>
Certificates for all Exchange Notes delivered in exchange
for tendered Old Notes or for any Old Notes delivered herewith
but not exchanged, in each case registered in the name of the
undersigned, shall be delivered to the undersigned at the address
shown below the signature of the undersigned.
TENDERING HOLDER(S) SIGN HERE
______________________________________________________
______________________________________________________
Signature(s) of Holder(s)
Dated:____________, 1998
(Must be signed by registered holder(s) exactly as
name(s) appear(s) on certificate(s) for Old Notes or
by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted
herewith or, if the Old Notes are held of record by
DTC or its nominee, the person in whose name such Old
Notes are registered on the books of DTC. If signature
by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative
capacity, please set forth the full title of such
person. See Instruction 3.)
Name(s):
______________________________________________________
(Please print)
Capacity (full title):________________________________
Address:______________________________________________
______________________________________________________
(Including Zip Code)
Area Code and Telephone No.___________________________
______________________________________________________
Tax Identification No.
GUARANTEE OF SIGNATURE(S)
(If Required--See Instruction 3)
Authorized Signature:_________________________________
Name:_________________________________________________
Title:________________________________________________
Address:______________________________________________
Name of Firm:_________________________________________
Area Code and Telephone No.___________________________
5
<PAGE>
Dated: July 31, 1998
INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Exchange Offer
1. Delivery of this Letter of Transmittal and Certificates.
Certificates for physically delivered Old Notes or confirmation
of any book-entry transfer to the Exchange Agent's account at The
Depository Trust Company of Old Notes tendered by book-entry
transfer, as well as a properly completed and duly executed copy
of this Letter of Transmittal or facsimile thereof, and any other
documents required by this Letter of Transmittal, must be
received by the Exchange Agent at any of its addresses set forth
herein on or prior to the Expiration Date.
The method of delivery of this Letter of Transmittal, the
Old Notes and any other required documents is at the election and
risk of the holder and, except as otherwise provided below, the
delivery will be deemed made only when actually received by the
Exchange Agent. If such delivery is by mail, it is suggested that
registered mail with return receipt requested, properly insured,
be used.
Holders whose Old Notes are not immediately available or
who cannot deliver their Old Notes and all other required
documents to the Exchange Agent on or prior to the Expiration
Date or comply with book-entry transfer procedures on a timely
basis may tender their Old Notes pursuant to the guaranteed
delivery procedure set forth in the Prospectus under "The
Exchange Offer--Guaranteed Delivery Procedures." Pursuant to such
procedure: (i) such tender must be made by or through an Eligible
Institution (as defined therein); (ii) on or prior to the
Expiration Date the Exchange Agent must have received from such
Eligible Institution, a letter, telegram or facsimile
transmission setting forth the name and address of the tendering
holder, the names in which such Old Notes are registered, if
possible, the certificate numbers of the Old Notes to be
tendered, and the principal amount at maturity of Old Notes
tendered; and (iii) all tendered Old Notes (or a confirmation of
any book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company) as well as this
Letter of Transmittal and all other documents required by this
Letter of Transmittal must be received by the Exchange Agent
within three American Stock Exchange trading days after the date
of execution of such letter, telegram or facsimile transmission,
all as provided in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures."
No alternative, conditional, irregular or contingent
tenders will be accepted. All tendering holders, by execution of
this Letter of Transmittal (or facsimile thereof), shall waive
any right to receive notice of the acceptance of the Old Notes
for exchange.
2. Partial Tenders; Withdrawals. Tenders of Old Notes will
be accepted in all denominations of $1,000 and integral multiples
in excess thereof. If less than the entire principal amount of
Old Notes evidenced by a submitted certificate is tendered, the
tendering holder must fill in the principal amount tendered in
the box entitled "Principal Amount Tendered." A newly issued
certificate for the principal amount of Old Notes submitted but
not tendered will be sent to such holder as soon as practicable
after the Expiration Date. All Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
Tenders of Old Notes pursuant to the Exchange Offer are
irrevocable, except that Old Notes tendered pursuant to the
Exchange Offer may be withdrawn at any time prior to the
Expiration Date. To be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely
received by the Exchange Agent. Any such notice of withdrawal
must specify the person named in the Letter of Transmittal as
having tendered Old Notes to be withdrawn, identify the Old Notes
to be withdrawn (including the certificate number and the
principal amount of Old Notes delivered for exchange), include a
statement that such holder is withdrawing its election to have
such Old Notes exchanged and the name of the registered holder
of such Old Notes, and be signed by the holder in the same manner
as the original signature on the Letter of Transmittal (including
any required signature guarantees) or be accompanied by evidence
satisfactory to the Company that the person withdrawing the
tender has succeeded to the beneficial ownership of the Old Notes
being withdrawn. The Exchange Agent will return the properly
withdrawn Old Notes promptly following receipt of notice of
withdrawal. If Old Notes have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must
6
<PAGE>
specify the name and number of the account at The Depository
Trust Company to be credited with the withdrawn Old Notes or
otherwise comply with The Depository Trust Company's procedures.
3. Signature on this Letter of Transmittal; Written
Instruments and Endorsements; Guarantee of Signatures. If this
Letter of Transmittal is signed by the registered holder(s) of
the Old Notes tendered hereby, the signature must correspond with
the name(s) as written on the face of certificates without
alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record
by two or more joint owners, all such owners must sign this
Letter of Transmittal.
If a number of Old Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as
many separate copies of this Letter of Transmittal as there are
different registrations of Old Notes.
When this Letter of Transmittal is signed by the registered
holder or holders of Old Notes listed and tendered hereby, no
endorsements of certificates or separate written instruments of
transfer or exchange are required.
If this Letter of Transmittal is signed by a person other
than the registered holder or holders of the Old Notes listed,
such Notes must be endorsed or accompanied by separate written
instruments of transfer or exchange in form satisfactory to the
Company and duly executed by the registered holder, in either
case signed exactly as the name or names of the registered holder
or holders appear(s) on the Old Notes.
If this Letter of Transmittal, any certificates or separate
written instruments of transfer or exchange are signed by
trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper
evidence satisfactory to the Company of their authority so to act
must be submitted.
Endorsements on certificates or signatures on separate
written instruments of transfer or exchange required by this
Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be
guaranteed by an Eligible Institution, provided the Old Notes are
tendered: (i) by a registered holder of such Old Notes who has
not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on this Letter of Transmittal
where the certificates for Exchange Notes to be issued in
exchange therefor are to be issued (or any untendered amount of
Old Notes are to be reissued) to the registered holder; or (ii)
for the account of any Eligible Institution.
4. Transfer Taxes. The Company shall pay all transfer
taxes, if any, applicable to the transfer and exchange of Old
Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes or Old Notes for principal amounts not
tendered or accepted for exchange are to be delivered to, or are
to be registered or issued in the name of, any person other than
the registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other
than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the transfer of
Old Notes to the Company or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on
the registered holder or any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of such
taxes or exception therefrom is not submitted herewith the amount
of such transfer taxes will be billed directly to such tendering
holder.
Except as provided in this Instruction 4, it will not be
necessary for transfer tax stamps to be affixed to the Old Notes
listed in this Letter of Transmittal.
5. Waiver of Conditions. The Company reserves the absolute
right to waive, in whole or in part, any of the conditions to the
Exchange Offer set forth in the Prospectus.
6. Mutilated, Lost, Stolen or Destroyed Notes. Any holder
whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated below
for further instructions.
7
<PAGE>
7. Requests for Assistance or Additional Copies. Questions
relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of
Transmittal, may be directed to the Exchange Agent at the address
and telephone number set forth below. In addition, all questions
relating to the Exchange Offer, as well as requests for
assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Company at One City
Centre, 515 N. Sixth Street, St. Louis, Missouri 63101,
Attention: Paul Rutterer.
8. Irregularities. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of
Letters of Transmittal or Old Notes will be resolved by the
Company, whose determination will be final and binding. The
Company reserves the absolute right to reject any or all Letters
of Transmittal or tenders that are not in proper form or the
acceptance of which would, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the right to
waive any defects, irregularities or conditions of tender as to
the particular Old Notes covered by any Letter of Transmittal or
tendered pursuant to such letter. None of the Company, the
Exchange Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur
any liability for failure to give any such notification. The
Company's interpretation of the terms and conditions of the
Exchange Offer shall be final and binding.
9. Definitions. Capitalized terms used in this Letter of
Transmittal and not otherwise defined have the meanings given to
such terms in the Prospectus.
IMPORTANT: This Letter of Transmittal or a facsimile
thereof (together with certificates for Old Notes or confirmation
of book-entry transfer and all other required documents) or a
Notice of Guaranteed Delivery must be received by the Exchange
Agent on or prior to the Expiration Date.
8
NOTICE OF GUARANTEED DELIVERY
for
Offer to Exchange
10 1/4% Senior Secured Notes due 2003,
which have been registered under
the Securities Act of 1933, as amended,
for any and all outstanding
10 1/4% Senior Secured Notes due 2003
of
Trans World Airlines, Inc.
Registered holders of outstanding 10 1/4% Senior Secured
Notes due 2003 (the "Old Notes") who wish to tender their Old
Notes in exchange for a like principal amount of 10 1/4% Senior
Secured Notes due 2003 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended, and, in
each case, whose Old Notes are not immediately available or who
cannot deliver their Old Notes and Letter of Transmittal (and any
other documents required by the Letter of Transmittal) to First
Security Bank, National Association (the "Exchange Agent") prior
to the Expiration Date, may use this Notice of Guaranteed
Delivery or one substantially equivalent hereto. This Notice of
Guaranteed Delivery may be delivered by hand, sent by facsimile
transmission (receipt confirmed by telephone and an original
delivered by guaranteed overnight delivery) or mailed to the
Exchange Agent. See "Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus.
The Exchange Agent for the Exchange Offer is:
FIRST SECURITY BANK, NATIONAL ASSOCIATION
By Hand or Overnight By Registered or
Delivery: Certified Mail:
First Security Bank, First Security Bank,
National Association National Association
Corporate Trust Department Corporate Trust Department
79 South Main Street 79 South Main Street
Salt Lake City, Utah 84111 Salt Lake City, Utah 84111
Facsimile Transmissions:
(Eligible Institutions Only)
(801) 246-5053
To Confirm by Telephone
or for Information Call:
(801) 246-5630
Delivery of this Notice of Guaranteed Delivery to an
address other than as set forth above or transmission of
instructions via a facsimile transmission to a number other than
as set forth above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to
guarantee signatures. If a signature on the Letter of Transmittal
is required to be guaranteed by an Eligible Institution, such
signature guarantee must appear in the applicable space provided
on the Letter of Transmittal for Guarantee of Signatures.
<PAGE>
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company
having an office, branch, agency or correspondent in the United
States, hereby guarantees to deliver to the Exchange Agent at one
of its addresses set forth above, the certificates representing
the Old Notes, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, and any other documents required
by the Letter of Transmittal within three American Stock Exchange
trading days after the date of execution of this Notice of
Guaranteed Delivery.
Name of Firm:_________________ ________________________________
Authorized Signature
Address:______________________ Title___________________________
______________________________ Name:___________________________
(Zip Code) (Please type or print)
Area Code and Telephone Number: Date:___________________________
______________________________
NOTE: DO NOT SEND NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM OWNER
of
Trans World Airlines, Inc.
10 1/4% Senior Secured Notes due 2003
To Registered Holder and/or Participant of the
Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the
Prospectus dated July 31, 1998 (the "Prospectus") of Trans World
Airlines, Inc., a Delaware corporation (the "Company"), and the
accompanying Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Company's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or
book-entry transfer facility participant, as to the action to be
taken by you relating to the Exchange Offer with respect to the
Old Notes held by you for the account of the undersigned.
The aggregate face amount in the Old Notes held by you for
the account of the undersigned is (fill in amount):
$ ___________ of the 10 1/4% Senior Secured Notes due 2003
With respect to the Exchange Offer, the undersigned hereby
instructs you (check appropriate box):
|_| To TENDER the following Old Notes held by you for the
account of the undersigned (insert principal amount of Old Notes
to be tendered, if any):
$ ____________ of the 10 1/4% Senior Secured Notes due 2003
|_| NOT to TENDER any Old Notes held by you for the account
of the undersigned.
If the undersigned instructs you to tender the Old Notes
held by you for the account of the undersigned, it is understood
that you are authorized to make, on behalf of the undersigned
(and the undersigned, by its signature below, hereby makes to
you), the representation and warranties contained in the Letter
of Transmittal that are to be made with respect to the
undersigned as a beneficial owner, including but not limited to
the representations that (i) the Exchange Notes acquired pursuant
to the Exchange Offer are being obtained in the ordinary course
of business of the undersigned, (ii) if the undersigned is not a
broker-dealer, or is a broker-dealer but will not receive
Exchange Notes for its own account in exchange for Old Notes,
neither the undersigned nor any such other person is engaged in
or intends to participate in the distribution of such Exchange
Notes, (iii) neither the undersigned nor any such other person
has an arrangement or understanding with any person to
participate in the distribution of such Exchange Notes, and (iv)
neither the undersigned nor any such person is an "affiliate" of
the Company within the meaning of Rule 405 under the Securities
Act of 1933, as amended (the "Securities Act"), or if the
undersigned is an "affiliate," that the undersigned will comply
with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable. If the undersigned is a
broker-dealer (whether or not it is also an "affiliate") that
will receive Exchange Notes for its own account in exchange for
Old Notes, it represents that such Old Notes were acquired as a
result of market-making activities or other trading activities,
and it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale
of such Exchange Notes. By acknowledging that it will deliver and
by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange
Notes, the undersigned is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
<PAGE>
SIGN HERE
Name of beneficial owner(s):_______________________________
Signature(s):______________________________________________
Name(s) (please print):____________________________________
Address:___________________________________________________
___________________________________________________________
Telephone Number:__________________________________________
Taxpayer Identification or Social Security Number:_________
___________________________________________________________
___________________________________________________________
Date:______________________________________________________
2
Offer to Exchange
10 1/4% Senior Secured Notes due 2003,
which have been registered under
the Securities Act of 1933, as amended,
for any and all outstanding
10 1/4% Senior Secured Notes due 2003
of
Trans World Airlines, Inc.
To Registered Holders and The Depository
Trust Company Participants:
We are enclosing herewith the material listed below
relating to the offer by Trans World Airlines, Inc., a Delaware
corporation (the "Company"), to exchange its 10 1/4% Senior
Secured Notes due 2003 (the "Exchange Notes"), pursuant to an
offering registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of its issued
and outstanding 10 1/4% Senior Secured Notes due 2003 (the "Old
Notes") upon the terms and subject to the conditions set forth in
the Company's Prospectus, dated July 31, 1998, and the related
Letter of Transmittal (which together constitute the "Exchange
Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated July 31, 1998;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder and/or Book-Entry
Transfer Participant from Owner; and
5. Letter which may be sent to your clients for whose
account you hold Old Notes in your name or in the name of your
nominee, to accompany the instruction form referred to above, for
obtaining such client's instruction with regard to the Exchange
Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE
THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON MONDAY, AUGUST 31, 1998, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum
number of Old Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old
Notes will represent to the Company, among other things, that (i)
the Exchange Notes acquired in the Exchange Offer are being
obtained in the ordinary course of business of the person
receiving such Exchange Notes, whether or not such person is such
holder, (ii) neither the holder of the Old Notes nor any such
other person has an arrangement or understanding with any person
to participate in the distribution of such Exchange Notes, (iii)
if the holder is not a broker-dealer or is a broker-dealer but
will not receive Exchange Notes for its own account in exchange
for Old Notes, neither the holder nor any such other person is
engaged in or intends to participate in a distribution of the
Exchange Notes and (iv) neither the holder nor any such other
person is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act or if such holder is an
"affiliate," that such holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the
extent applicable. If the tendering holder is a broker-dealer
(whether or not it is also an "affiliate") that will receive
Exchange Notes for its own account in exchange for Old Notes,
such holder will represent on behalf of such broker-dealer that
the Old Notes to be exchanged for the Exchange Notes were
acquired by it as a result of market-
<PAGE>
making activities or other trading activities, and acknowledge on
behalf of such broker-dealer that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements
of the Securities Act in connection with any resale of such
Exchange Notes, the undersigned is not deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder and/or
Book-Entry Transfer Participant from Owner contains an
authorization by the beneficial owners of the Old Notes for you
to make the foregoing representations.
The Company will not pay any fee or commission to any
broker or dealer or to any other persons (other than the Exchange
Agent) in connection with the solicitation of tenders of Old
Notes pursuant to the Exchange Offer. The Company will pay or
cause to be paid any transfer taxes payable on the transfer of
Old Notes to it, except as otherwise provided in Instruction 4 of
the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained
from the undersigned.
Very truly yours,
FIRST SECURITY BANK, NATIONAL
ASSOCIATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU THE AGENT OF TRANS WORLD AIRLINES, INC. OR FIRST
SECURITY BANK, NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH
THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND
THE STATEMENTS CONTAINED THEREIN.
2
Offer to Exchange
10 1/4% Senior Secured Notes due 2003,
which have been registered under
the Securities Act of 1993, as amended,
for any and all outstanding
10 1/4% Senior Secured Notes due 2003
of
Trans World Airlines, Inc.
To Our Clients:
We are enclosing herewith a Prospectus, dated July 31,
1998, of Trans World Airlines, Inc. (the "Company"), a Delaware
corporation, and a related Letter of Transmittal (which together
constitute the "Exchange Offer") relating to the offer by the
Company to exchange its 10 1/4% Senior Secured Notes due 2003
(the "Exchange Notes"), pursuant to an offering registered under
the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding 10 1/4%
Senior Secured Notes due 2003 (the "Old Notes") upon the terms
and subject to the conditions set forth in the Exchange Offer.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON MONDAY, AUGUST 31, 1998, UNLESS
EXTENDED.
The Exchange Offer is not conditioned upon any minimum
number of Old Notes being tendered.
We are the holder of record and/or participant in the
book-entry transfer facility of Old Notes held by us for your
account. A tender of such Old Notes can be made only by us as the
record holder and/or participant in the book-entry transfer
facility and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and
cannot be used by you to tender Old Notes held by us for your
account.
We request instructions as to whether you wish to tender
any or all of the Old Notes held by us for your account pursuant
to the terms and conditions of the Exchange Offer. We also
request that you confirm that we may on your behalf make the
representations contained in the Letter of Transmittal.
Pursuant to the Letter of Transmittal, each holder of Old
Notes will represent to the Company, among other things, that (i)
the Exchange Notes acquired in the Exchange Offer are being
obtained in the ordinary course of business of the person
receiving such Exchange Notes, whether or not such person is such
holder, (ii) neither the holder of the Old Notes nor any such
other person has an arrangement or understanding with any person
to participate in the distribution of such Exchange Notes, (iii)
if the holder is not a broker-dealer or is a broker-dealer but
will not receive Exchange Notes for its own account in exchange
for Old Notes, neither the holder nor any such other person is
engaged in or intends to participate in a distribution of the
Exchange Notes and (iv) neither the holder nor any such other
person is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act or if such holder is an
"affiliate," that such holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the
extent applicable. If the tendering holder is a broker-dealer
(whether or not it is also an "affiliate") that will receive
Exchange Notes for its own account in exchange for Old Notes, we
will represent on behalf of such broker-dealer that the Old Notes
to be exchanged for the Exchange Notes were acquired by it as a
result of market-making activities or other trading activities,
and acknowledge on behalf of such broker-dealer that it will
deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of such Exchange Notes. By
acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes, the undersigned is not deemed
to admit that it is an "underwriter" within the meaning of the
Securities Act.
Very truly yours,
