<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 5 TO PROSPECTUS DATE JULY 29, 1997
TRANS WORLD AIRLINES, INC.
20,083 WARRANTS TO
PURCHASE SHARES OF COMMON STOCK
The 20,083 Warrants to purchase Common Stock (the "Warrants") 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 Warrants as
listed herein and has requested the Company to file this supplement to the
Company's Prospectus dated July 29, 1997 (the "Prospectus"). The Warrants are
exercisable commencing on March 31, 1998 through their expiration on April 1,
2002, unless previously redeemed by the Company as described in the
Prospectus. The Warrants entitle the holder thereof to purchase 126.26 shares
of Common Stock per Warrant at an exercise price of approximately $7.92 per
share. 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 Warrants 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, the number of Warrants beneficially
owned by each Selling Holder, and the Warrants 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 Warrants in accordance with the requirements set
forth in the Prospectus. Other beneficial owners of the Warrants not set
forth below may be added as Selling Holders to this Prospectus in the future.
The table is cumulative and includes information provided to the Company by
the Selling Holders and previously reported by the Company. 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 Warrants and the Common Stock.
<TABLE>
<CAPTION>
Approximate
Number of Shares
Percentage of of Common Stock
Number of Warrants Number of Outstanding Received Upon
Name Beneficially Owned Warrants Offered Warrants Exercise
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Triton Capital Investments, LTD 3,000 3,000 6.0% 378,780
JMG Capital Management, Inc. 3,550 3,550 7.1% 448,223
Credit Research & Trading LLC 1,500 1,500 3.0% 189,390
GPZ Trading, LLC 666 666 1.3% 84,089
<F*>Shepherd Management Svc 80 80 0.2% 10,101
<F*>WP Investment Partners 65 65 0.1% 8,207
<F*>Simpson Group Retirement Fund 300 300 0.6% 37,878
<F*>Worldwide Transactions, LTD 135 135 0.3% 17,045
<F*>Helix Convertible Opportunities LP 1,420 1,420 2.8% 179,289
<F*>Helix Convertible Opportunities, LTD 325 325 0.7% 41,035
<F*>The Common Fund FAO Absolute
Return Fund 125 125 0.3% 15,783
Kennilworth Partners, LP 8,917 8,917 17.83% 1,125,860
------ ------ ----- ---------
Total 20,083 20,083 40.17% 2,535,680
====== ====== ===== =========
<FN>
<F*>c/o Helix Investment Partners LP
</TABLE>
<PAGE> 2
Information concerning the sale of other Warrants by their beneficial
holders will be set forth in additional Prospectus Supplements. As of the date
of this Prospectus Supplement, the aggregate number of Warrants outstanding is
50,000.
It is not possible to predict the number of Warrants that will be sold
hereby. Consequently, it is not possible to predict the number of Warrants that
will be owned by the Selling Holders following completion of sales of the
securities offered hereby.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 24, 1998
