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PROSPECTUS SUPPLEMENT NO. 15 TO PROSPECTUS DATED FEBRUARY 5, 1998
TRANS WORLD AIRLINES, INC.
1,685,200 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 1,685,200 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.<F1> 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 <F2> 73,100 73,100 4.24% 462,649.90
Credit Research & Trading LLC 15,000 15,000 0.87% 94,935.00
Lazard Freres & Co. LLC<F2> 22,500 22,500 1.30% 142,402.50
Deutsche Morgan Grenfell Inc. 173,300 173,300 10.05% 1,096,815.90
<FN>
(Continued on next page)
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<F1> To be offered through Lazard Freres & Co. LLC.
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<S> <C> <C> <C> <C>
Lazard Freres & Co. LLC<F2> 25,000 25,000 1.45% 158,225.00
Tablesalt & Co. 50,000 50,000 2.90% 316,450.00
Stark International 5,800 5,800 0.34% 36,708.20
Shepherd Investments International, Ltd. 4,200 4,200 0.24% 26,581.90
Lazard Freres & Co. LLC<F2> 80,000 80,000 4.64% 506,320.00
Swiss Bank Corporation -London Branch 2,500 2,500 0.14% 15,822.50
Farallon Capital Partners, LP 29,300 29,300 1.70% 185,439.70
Farallon Capital Institutional Partners, LP 26,000 26,000 1.51% 164,554.00
Farallon Capital Institutional Partners II, LP 3,200 3,200 0.19% 20,252.80
The Common Fund 6,500 6,500 0.38% 41,138.50
Swiss Bank Corporation-London Branch 5,000 5,000 0.29% 31,645.00
ABN-AMRO Incorporated 122,700 122,700 7.11% 776,568.30
Deutsche Bank AG 4,200 4,200 0.24% 26,581.80
ABN-AMRO Incorporated 140,400 140,400 8.14% 888,591.60
SoundShore Holdings Ltd. 49,600 49,600 2.88% 313,918.40
ABN-AMRO Incorporated 13,500 13,500 0.78% 85,441.50
Goldman Sachs and Compan 7,200 7,200 0.42% 45,568.80
ABN-AMRO Incorporated 22,000 22,000 1.28% 139,238.00
Lindner Growth Fund 135,000 135,000 7.83% 854,415.00
Lindner Dividend Fund 150,000 150,000 8.70% 949,350.00
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Total 1,685,200<F*> 1,685,200<F*> 97.69% 10,665,630.80
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<FN>
<F*> Prospectus Supplement No. 2 purported to register 47,000
shares of the Preferred Stock held by Lazard Freres & Co. LLC pursuant to
the registration statement. However, Lazard Freres & Co. LLC has since
advised the Company that such request was in error since the shares had
been previously registered. Prospectus Supplement No. 11 purported to
register 13,500 shares of the Preferred Stock held by ABN-AMRO,
Incorporated pursuant to the registration statement. However, ABN-AMRO,
Incorporated has since advised the Company that such request was in error
since the shares had been previously registered. Therefore, both of these
sets of shares have been removed from the totals herein.
</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 JULY 29, 1999
