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PROSPECTUS SUPPLEMENT NO. 12 TO PROSPECTUS DATED FEBRUARY 5, 1998
TRANS WORLD AIRLINES, INC.
1,438,700 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 1,438,700 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>
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<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
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<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
(Continued on next page)
<FN>
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<F1>To be offered through Lazard Freres & Co. LLC.
<F2>Lazard Freres & Co. LLC has received certain fees and other
remuneration in connection with the offer and sale of certain of the
Company's convertible securities and debt in the fourth calendar quarter
of 1997 and may receive such fees and other remuneration in connection
with the offer and sale of the Company's securities in the first calendar
quarter of 1998. Lazard may from time to time provide financial advice
to the company.
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Lazard Freres & Co. LLC<F2> 47,000 47,000 2.72% 297,463.00
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
ABN-AMRO Incorporated 13,500 13,500 0.78% 85,441.50
Goldman Sachs and Company 7,200 7,200 0.42% 45,568.80
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Total 1,438,700 1,438,700 83.40% 9,105,532.30
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<FN>
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<F2>Lazard Freres & Co. LLC has received certain fees and other
remuneration in connection with the offer and sale of certain of the
Company's convertible securities and debt in the fourth calendar quarter
of 1997 and may receive such fees and other remuneration in connection
with the offer and sale of the Company's securities in the first calendar
quarter of 1998. Lazard may from time to time provide financial advice
to the company.
</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 FEBRUARY 16, 1999
