As filed with the Securities and Exchange Commission on April 22, 1999
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
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)
------------
Air Line Pilots Distribution under September 1, 1998
Collective Bargaining Agreement
(Full title of the plan)
------------
Copies to:
Gerald L. Gitner
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
(314) 589-3000 New York, New York 10006
(Name, Address, Including Zip Code, and (212) 225-2000
Telephone Number, Including Area Code, of
Agents for Service)
------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed
Amount Offering Maximum Amount of
Title of Each Class of to be Price Aggregate Offering Registration
Securities to be Registered Registered Per Unit Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value per share(1).... 250,000 shares $5.47 (1) $1,367,500.00 $379.06
===================================================================================================================================
=
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act"), on the basis of the average of the high and low
reported sales prices on April 16, 1999.
===================================================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The reports listed below have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant and are
incorporated herein by reference to the extent not superseded by reports or
other information subsequently filed or furnished.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) The description of the Common Stock of the Registrant (the "Common
Stock") contained in the Registrant's Form 8-A, dated August 1, 1995, filed
under the Exchange Act, including any amendment or reports filed for the purpose
of updating such description.
(c) The Registrant's Proxy Statement and Notice of Meeting relating to the
Annual Meeting of Stockholders held on May 25, 1999.
(d) All of the Registrant's reports filed with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Registration Statement and
prior to filing a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such reports.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. 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 Registrant 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 Registrant, or is or was serving at the request of the Registrant 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 Registrant 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 Registrant 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 Registrant 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 Registrant against such expenses as authorized by Article Eleventh and the
Registrant 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 Registrant 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
Registrant, or is or was serving at the request of the Registrant 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 Registrant 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 Registrant, then the Registrant
shall indemnify such persons to the fullest extent permitted by the DGCL, as so
amended.
The obligations of the Registrant to indemnify any person serving as one of
its directors, officers or employees as of or following the Registrant'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 Registrant, shall be deemed and treated as executory contracts assumed
by the Registrant pursuant to the Registrant's '93 Reorganization. Accordingly,
such indemnification obligations survive and were unaffected by the entry of the
order confirming the Registrant's '93 Reorganization. The obligations of the
Registrant 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 Registrant 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 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,
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 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement:
4.1 Letter of Agreement between the Registrant and The Air Line
Pilots in the service of the Registrant as represented by The Air
Line Pilots Association International, dated as of September 1,
1998
5.1 Opinion of Counsel of Cleary, Gottlieb, Steen & Hamilton, counsel to
the Registrant, as to the legality of the shares being registered
23.1 Consent of KPMG LLP
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton, counsel to the
Registrant (included in Exhibit 5.1)
24.1 Powers of Attorney
ITEM 9. 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 and 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of St. Louis, State of Missouri, April 22, 1999.
TRANS WORLD AIRLINES, INC.
April 22, 1999
By /s/ Michael J. Palumbo
----------------------
Michael J. Palumbo,
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title Date
---------- ----- ----
/s/ Gerald L. Gitner Director, Chairman of the Board and April 22, 1999
- --------------------------- Chief Executive Officer (Principal
Gerald L. Gitner Executive Officer)
/s/ Michael J. Palumbo Executive Vice President and Chief April 22, 1999
- --------------------------- Financial Officer (Principal
Michael J. Palumbo Financial Officer and Principal
Accounting Officer)
* Director April 22, 1999
- ------------------------------
John W. Bachmann
* Director April 22, 1999
- ------------------------------
William F. Compton
* Director April 22, 1999
- ------------------------------
Eugene P. Conese
* Director April 22, 1999
- ------------------------------
Sherry L. Cooper
* Director April 22, 1999
- ------------------------------
Edgar M. House
* Director April 22, 1999
- ------------------------------
Thomas H. Jacobsen
* Director April 22, 1999
Myron Kaplan
- ------------------------------
* Director April 22, 1999
- ------------------------------
David M. Kennedy
* Director April 22, 1999
- ------------------------------
General Merrill A. McPeak
* Director April 22, 1999
- ------------------------------
Thomas F. Meagher
* Director April 22, 1999
- ------------------------------
Brent S. Miller
* Director April 22, 1999
- ------------------------------
William O'Driscoll
* Director April 22, 1999
- ------------------------------
G. Joseph Reddington
* Director April 22, 1999
- ------------------------------
Blanche M. Touhill
*By: /s/ Kathleen A. Soled April 22, 1999
- ---------------------------
Kathleen A. Soled
as Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
4.1 Letter of Agreement between the Registrant and The Air Line Pilots in the
service of the Registrant as represented by The Air Line Pilots Association
International, dated as of September 1, 1998
5.1 Opinion of Counsel of Cleary, Gottlieb, Steen & Hamilton, counsel to the
Registrant, as to the legality of the shares being registered
23.1 Consent of KPMG LLP
23.4 Consent of Cleary, Gottlieb, Steen & Hamilton, counsel to the Registrant
(included in Exhibit 5.1)
24.1 Powers of Attorney
Exhibit 4.1
LETTER OF AGREEMENT
between
TRANS WORLD AIRLINES, INC.
and
THE AIR LINE PILOTS
in the service of
TRANS WORLD AIRLINES, INC.
as represented by
THE AIR LINE PILOTS ASSOCIATION
INTERNATIONAL
THIS LETTER OF AGREEMENT is made and entered into in accordance with the
provisions of Title II of the Railway Labor Act, as amended, as of September 1,
1998, by and between TRANS WORLD AIRLINES, INC., its successors or assigns
(hereinafter known as the "Company" or "TWA") and the Air Line Pilots in the
service of TWA as represented by the AIR LINE PILOTS ASSOCIATION, INTERNATIONAL
(hereinafter known as the "Association" or "ALPA").
WHEREAS, the Company and the ALPA negotiated a Term Sheet (the "Term Sheet") as
part of the July 11, 1998 Tentative Agreement ("the New Basic Agreement") which
has been ratified by both ALPA and the Company; and
WHEREAS the Term Sheet states the Company agrees to pay ALPA, for the benefit of
Air Line Pilots in the service of TWA who are on the seniority list as of the
date the New Basic Agreement is executed and who are actively employed (not on
any type of leave status) during the calendar quarter preceding a Payment Date
(as defined below), either a cash bonus of two million seven hundred fifty
thousand ($2,750,000) dollars or two hundred fifty thousand (250,000) shares of
Common Stock of the Company for four (4) consecutive calendar quarters beginning
in the second quarter of 1999.
NOW THEREFORE it is hereby agreed as follows:
1. General
A. Payments or distributions made in accordance with this Letter of
Agreement shall not be deemed to be wages for purposes of
benefits, DAP, supplemental or any other contributions or
benefits the Company is obligated to pay or provide to Air
Line Pilots in the service of TWA. All appropriate amendments
shall be made as necessary to applicable plans concerning such
payments or distributions.
B. Payments or distributions shall be made in arrears in four consecutive
quarterly payments with the first such payment or distribution
to be made in the second calendar quarter, 1999 as provided
herein.
C. On an applicable Payment Date (as described below) the Company
may, in its sole discretion, satisfy the obligation described
herein by either (1) issuing, in the aggregate, two hundred
fifty thousand (250,000) shares of Common Stock of the Company
or (2) paying an amount equal to two million seven hundred
fifty thousand ($2,750,000) dollars less applicable
withholding and payroll taxes to Eligible Pilots as directed
by ALPA, provided that in the event the Company elects to
issue stock, no fractional shares will be distributed.
D. "EligiblePilots" shall be pilots who are on the TWA Pilots System
Seniority List on September 1, 1998 and who are actively
employed (not on any type of leave status) during the calendar
quarter immediately preceding an applicable Payment Date. It
shall also include pilots who retire or voluntarily resign
during the calendar quarter immediately preceding an
applicable Payment Date; provided that any pilots who retire
or voluntarily resign during any quarter must have actively
worked at least one (1) day during such quarter.
2. Distribution
A. Within fifteen (15) business days following the end of each calendar
quarter in 1999, the Company will notify the Association of
the form of payment (cash or Common Stock) the Company will
use.
B. Common Stock Option
(1) Common Stock issued pursuant to this agreement shall
be valued at the fair market value on the date of
distribution and shall be subject to all applicable
withholding and taxes at statutory rates.
(2) Common Stock issued pursuant to this agreement shall
be registered on Form S-8 or any comparable form and
listed on the American Stock Exchange (or such other
exchange on which the Company's Common Stock is
registered on such Payment Date).
(3) Within thirty (30) calendar days following receipt of
the Company's notice in paragraph 2.A. above that the
Company will issue its Common Stock, ALPA shall, in
its sole discretion, direct the distribution of the
two hundred fifty thousand (250,000) shares of Common
Stock among the Eligible Pilots. Such distribution
list shall include the name, address, social security
number and number of shares for each Eligible Pilot
and shall be provided to the Company on either
magnetic or electronic media. The Company shall have
the right to review such distribution for purposes of
compliance with this Letter of Agreement. No
fractional shares will be distributed and all such
share amounts shall be rounded to the nearest whole
share.
(4) The Company shall use its best efforts to distribute
the shares of Common Stock to the Eligible Pilots
within thirty (30) calendar days following receipt of
the Association's distribution list in paragraph
2.B.(3) above (the "Stock Payment Date"). In the
event such Stock Payment Date falls on a weekend or
holiday, the distributions shall be made on the next
business day.
C. Cash Option
(1) Cash payments made pursuant to this agreement shall
be subject to applicable withholding and taxes at
statutory rates.
(2) Within thirty (30) calendar days following receipt of
the Company's notice in paragraph 2.A. above that the
Company will make cash payments, ALPA shall, in its
sole discretion, direct the distribution of the two
million seven hundred fifty thousand dollars
($2,750,000) among the Eligible Pilots. Such
distribution list shall include the name, address,
social security number and payment amount for each
Eligible Pilot and shall be provided to the Company
on either magnetic or electronic media. The Company
shall have the right to review such distribution for
purposes of compliance with this Letter of Agreement.
(3) The Company shall make payment to the Eligible Pilots
within thirty (30) calendar days following receipt of
the Association's distribution list in paragraph
2.C.(2) above (the "Cash Payment Date"). In the event
such Cash Payment Date falls on a weekend or holiday,
payment shall be made on the next business day.
<PAGE>
3. This Letter of Agreement is effective September 1, 1998 and shall expire
on the later of May 1, 2000 or sixty (60) days after the date all
distributions under paragraph 2 have been made. This Letter of
Agreement shall not be subject to the status quo provisions of the
Railway Labor Act.
SO AGREED.
For the Company: For the Association:
/s/ Terry L. Hayes /s/ Douglas J. Gabel
- ------------------ --------------------
Terry L. Hayes, Director Douglas J. Gabel, Chairman
Labor Relations TWA MEC Negotiating Committee
/s/ Philip B. Whitcomb /s/ J. A. Chronic
- ---------------------- -----------------
Philip B. Whitcomb J. A. Chronic, Chairman
Vice President TWA MEC
Labor Relations
/s/ J. Randolph Babbitt
-----------------------
J. Randolph Babbitt,
President
Dated: September 1, 1998
Exhibit 5.1
[Letterhead of Cleary, Gottlieb, Steen and Hamilton]
Writer's Direct Dial: (212) 225-2920
April 22, 1999
Mr. Gerald L. Gitner
Chairman and Chief Executive Officer
Trans World Airlines, Inc.
515 N. Sixth Street
St. Louis, Missouri 63101
Dear Sirs:
Trans World Airlines, Inc., a Delaware corporation, has requested our
opinion in connection with a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by it today with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the shares of Common Stock, $.01 par value, of
Trans World Airlines, Inc. (the "Company"), to be issued pursuant to the Letter
of Agreement between the Company and The Air Line Pilots in the service of the
Company as represented by The Air Line Pilots Association International, dated
as of September 1, 1998 (the "Program").
We have examined and are relying on originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records and such
other instruments, certificates and representations of public officials,
officers and representatives of Trans World Airlines, Inc., and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below.
Based on the foregoing, it is our opinion that the shares of Trans World
Airlines, Inc., issuable under the Program are duly authorized and, when issued
in accordance with the terms of the Program, at prices in excess of the par
value thereof, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not thereby admit that we
are experts with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission issued thereunder.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ Arthur H. Kohn
-------------------
Arthur H. Kohn, a partner
Exhibit 23.1
ACCOUNTANTS' CONSENT
--------------------
The Board of Directors Trans World Airlines, Inc.:
We consent to incorporation by reference in this registration statement on
Form S-8 of Trans World Airlines, Inc. of our report dated February 19, 1999,
relating to the consoliated balance sheets of Trans World Airlines, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations and cash flows and the related schedule for each of the
years in the three-year period ended December 31, 1998, which report appears in
the December 31, 1998 annual report on Form 10-K of Trans World Airlines, Inc.
/s/ KPMG LLP
Kansas City, Missouri
April 16, 1999
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, John W. Bachmann, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed offering by the Company of the securities registered pursuant to said
Registration Statement, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
12th day of April, 1999.
/s/ John W. Bachmann
--------------------
John W. Bachmann
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, William F. Compton, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of
April, 1999.
/s/ William F. Compton
----------------------
William F. Compton
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Eugene P. Conese, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
April, 1999.
/s/ Eugene P. Conese
--------------------
Eugene P. Conese
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Sherry L. Cooper, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of
April, 1999.
/s/ Sherry L. Cooper
--------------------
Sherry L. Cooper
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Edgar M. House, a Director of TRANS
WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do constitute and
appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A. Soled, jointly and
severally, my true and lawful attorneys-in-fact, with full power of substitution
for me in any and all capacities, to sign, pursuant to the requirements of the
Securities Act of 1933, the Registration Statement on Form S-8 for TRANS WORLD
AIRLINES, INC. in connection with the Company's registration of shares of the
Company's Common Stock issuable pursuant to the Company's collective bargaining
agreement with the Air Line Pilots Association, International, and to file the
same with the Securities and Exchange Commission, together with all exhibits
thereto and other documents in connection therewith, and to sign on behalf and
in my stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said
attorneys-in-fact deems appropriate, in the matter of the proposed public
offering by the Company of the securities registered pursuant to said
Registration Statement, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of
April, 1999.
/s/ Edgar M. House
------------------
Edgar M. House
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Thomas H. Jacobsen, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day of
April, 1999.
/s/ Thomas H. Jacobsen
----------------------
Thomas H. Jacobsen
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Myron Kaplan, a Director of TRANS
WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do constitute and
appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A. Soled, jointly and
severally, my true and lawful attorneys-in-fact, with full power of substitution
for me in any and all capacities, to sign, pursuant to the requirements of the
Securities Act of 1933, the Registration Statement on Form S-8 for TRANS WORLD
AIRLINES, INC. in connection with the Company's registration of shares of the
Company's Common Stock issuable pursuant to the Company's collective bargaining
agreement with the Air Line Pilots Association, International, and to file the
same with the Securities and Exchange Commission, together with all exhibits
thereto and other documents in connection therewith, and to sign on behalf and
in my stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said
attorneys-in-fact deems appropriate, in the matter of the proposed public
offering by the Company of the securities registered pursuant to said
Registration Statement, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of
April, 1999.
/s/ Myron Kaplan
----------------
Myron Kaplan
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, David M. Kennedy, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of
April, 1999.
/s/ David M. Kennedy
--------------------
David M. Kennedy
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Merrill A. McPeak, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of
April, 1999.
/s/ Merrill A. McPeak
---------------------
Merrill A. McPeak
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Thomas F. Meagher, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of
April, 1999.
/s/ Thomas F. Meagher
---------------------
Thomas F. Meagher
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Brent S. Miller, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 15th day of
April, 1999.
/s/ Brent S. Miller
-------------------
Brent S. Miller
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, G. Joseph Reddington, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of
April, 1999.
/s/ G. Joseph Reddington
------------------------
G. Joseph Reddington
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Blanche M. Touhill, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of
April, 1999.
/s/ Blanche M. Touhill
----------------------
Blanche M. Touhill
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, William O'Driscoll, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Gerald L. Gitner, Michael J. Palumbo, and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of shares of the Company's Common Stock issuable pursuant to the Company's
collective bargaining agreement with the Air Line Pilots Association,
International, and to file the same with the Securities and Exchange Commission,
together with all exhibits thereto and other documents in connection therewith,
and to sign on behalf and in my stead, in any and all capacities, any amendments
and supplements to said Registration Statement, incorporating such changes as
any of the said attorneys-in-fact deems appropriate, in the matter of the
proposed public offering by the Company of the securities registered pursuant to
said Registration Statement, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of
April, 1999.
/s/ William O'Driscoll
----------------------
William O'Driscoll
