<PAGE> Registration No. 333-
As filed with the Securities and Exchange Commission on September 8, 1999.
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 or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or One City Centre
organization) 515 North 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)
INTERNATIONAL ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS
COLLECTIVE BARGAINING AGREEMENT
(Full title of the Plan)
Kathleen A. Soled
Senior Vice President and General Counsel
Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
St. Louis, Missouri 63101
(314) 589-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
securities to be registered (1) maximum maximum registration
registered offering price aggregate fee
per unit (1) offering
price (1)
_____________________________________________________________________________
Common Stock,
par value $.01 500,000 shares $3.97(1) $1,985,000 $552.00
per share
_____________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to the provisions of Rule 457(c) & (h)(i) under the Securities Act.
Based on prices of the Common Stock on the American Stock Exchange Composite
Tape as of September 2, 1999.
<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extent not superseded by reports or other information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 Registrant's Quarterly reports on Form 10-Q for the
quarterly periods ended March 31 and June 30, 1999.
(c) 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.
(d) The Registrant's Proxy Statement and Notice of Meeting
relating to the Annual Meeting of Stockholders held on May 25,
1999.
(e) 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 Tentative Agreement between the Registrant
and the International Association of Machinists
and Aerospace Workers dated June 13, 1999
5.1 Opinion of Counsel of Kathleen A. Soled,
Senior Vice President and General Counsel to the
Registrant, as to the legality of the shares being
registered.
23.1 Consent of KPMG LLP
24 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 all of 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, on
September 7, 1999.
TRANS WORLD AIRLINES, INC.
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 has been signed by the following persons
in the capacities and on the dates indicated.
Signatures Title Date
/s/ William F. Compton Director, President and Chief September 7, 1999
- ---------------------- Executive Officer
William F. Compton (Principal Executive Officer)
/s/ Michael J. Palumbo Executive Vice President and September 7, 1999
- ---------------------- Chief Financial Officer
Michael J. Palumbo (Principal Financial Officer
and Principal Accounting Officer)
* Director September 7, 1999
- ----------------------
John W. Bachmann
* Director September 7, 1999
- ----------------------
Eugene P. Conese
* Director September 7, 1999
- ----------------------
Sherry L. Cooper
* Director September 7, 1999
- ----------------------
Gerald L. Gitner
* Director September 7, 1999
- ----------------------
Edgar M. House
* Director September 7, 1999
- ----------------------
Thomas H. Jacobsen
* Director September 7, 1999
- ----------------------
Myron Kaplan
* Director September 7, 1999
- ----------------------
David M. Kennedy
* Director September 7, 1999
- ----------------------
Merrill A. McPeak
* Director September 7, 1999
- ----------------------
Thomas F. Meagher
* Director September 7, 1999
- ----------------------
William O'Driscoll
* Director September 7, 1999
- ----------------------
Robert A. Pastore
* Director September 7, 1999
- ----------------------
G. Joseph Reddington
* Director September 7, 1999
- ----------------------
Blanche M. Touhill
* Signed pursuant to Power of Attorney by:
/s/ Kathleen A. Soled
- ---------------------
Kathleen A. Soled, as Attorney-In-Fact
<PAGE> Exhibit Index
4.1 Tentative Agreement between the Registrant
and the International Association of Machinists
and Aerospace Workers dated June 13, 1999
5.1 Opinion of Counsel of Kathleen A. Soled,
Senior Vice President and General Counsel to the
Registrant, as to the legality of the shares being
registered.
23.1 Consent of KPMG LLP
24 Powers of Attorney
<PAGE>
Exhibit 4.1
TENTATIVE AGREEMENT
June 13, 1999
The new collective bargaining agreements shall be effective
August 1, 1999 and shall become amendable on January 31, 2001.
Amendments to the M & R, PSE and F/A Agreements shall include
only those items listed below:
1) All of the tentative agreements that have been signed or
initialed off by the parties as of June 13, 1999.
2) Hourly Rates of Pay
8/1/1999 8/1/2000
Mech & Related 8.5% 3%
PSE 8.5% 3%
F/A 15.25% 3%
3) Marx Award Settlement for Flight Attendants and Settlement
of the M & R Grievances.
Marx Award Settlement: *$25 million
This amount shall be paid as follows:
Thirty (30) days following August 1, 1999: $11.0 million
August 1, 2000: $11.0 million
August 1, 2001: $ 3.0 million
*Includes FICA
The Company shall distribute the Marx Award Settlement
amount in the manner directed by the IAM.
TWA and the IAM agree to settle the grievances described in
paragraph 9 below for ten million dollars ($10,000,000).
The Company shall distribute this payment in the manner
directed by the IAM upon receipt of the proceeds from the
sale of Worldspan. If the Company has not received proceeds
from the sale of Worldspan by November 1, 2001 the Company
shall pay one-half of its obligation on the first business
day thereafter with the balance due and payable August 1, 2002.
All payments provided for in this paragraph shall not be
deemed to be wages for purposes of any benefit contributions
the Company is obligated to make for IAM represented
employees.
4) Retirement
Contribution to the IAM National Pension Plan effective
March 1, 2000.
Mechanic and Above: $1.00 per hour to a maximum of 40
hours per week.
Below Mechanic and PSE: $0.75 per hour to a maximum of 40
hours per week.
Contribution to the IAM National Pension Plan effective
January 1, 2001.
Flight Attendants: $0.50 per hour to a maximum of 173 hours
per month based on flight credit hours
of up to seventy-three (73) hours per
month multiplied by two point three
seven (2.37).
5) License Premium: Effective August 1, 1999: $1.00 per license.
Effective August 1, 2000: $1.50 per license.
6) Mechanic Skill Pay Effective August 1, 2000: $1.00 per hour for all
Mechanic and above.
7) Floating Holidays Effective January 1, 2000: Two additional floating
holidays for PSE and M & R employees.
8) 3 1/2 Million Three and one-half (3 1/2) million shares of TWA
Shares of Stock: Common Stock shall be issued as follows:
As soon as practicable following ratification
and fulfillment of all necessary requirements
associated with the registration, listing,
issuance and distribution of stock certificates,
the Company will distribute five hundred
thousand (500,000) shares of TWA common stock
to IAM represented flight attendants. Distribution
of such shares of stock will be determined by the
IAM in its sole discretion.
On July 31, 2000 or as soon as practicable
after fulfillment of all necessary requirements
associated with the registration, listing,
issuance and distribution of stock certificates,
the Company will distribute one million
(1,000,000) shares of TWA common stock to IAM
represented employees. Distribution of such
shares of stock will be determined by the IAM
in its sole discretion.
On January 31, 2001 or as soon as practicable after
fulfillment of all necessary requirements associated
with the registration, listing, issuance and
distribution of stock certificates, the Company
will distribute one million (1,000,000) shares of
TWA common stock to IAM represented employees.
Distribution of such shares of stock will be
determined by the IAM in its sole discretion.
On January 31, 2002 or as soon as practicable
after fulfillment of all necessary requirements
associated with the registration, listing, issuance
and distribution of stock certificates, the Company
will distribute one million (1,000,000) shares of
TWA common stock to IAM represented employees.
Distribution of such shares will be determined by
the IAM in its sole discretion.
9) Other issues:
RJs/Code Share See attached
Station Staffing See attached
Facilities Delete Letter of Agreement signed August 31, 1994
(page 38 of the TWA/IAM Amendment Signed
August 31, 1994).
See Attached for details on other facilities.
New Equipment Eliminate flight attendant 6 month new equipment
F/A Staffing provision [27(b)].
Crew Rest Seats 4 F/C rest seat obligation for flight attendants
reduced to a obligation for 2 F/C rest seats.
World Span See Attached
Collateral
Grievances All outstanding Mechanic and Related grievances
regarding scope, work jurisdiction and outsourcing,
and all "me too" grievances and the pending
arbitration over the Progression Agreement, are
withdrawn in exchange for the Grievance Settlement.
Litigation Withdrawal of all pending litigation, including
contempt proceedings
Advisor and $1,382,000 for all past professional services
Legal Fees through June 13, 1999 (to be paid no later than
90 days following ratification).
Letter of Agreement attached for future
professional services.
Language Changes Eliminate profit sharing language
Eliminate "Me Too"
Vacation Allotment Effective January 1, 2001 flight attendant vacation
allotments will snap back to pre-1992 levels.
The maximum vacation days will be thirty-six
(36) days.
MCI Mini Agreement As agreed to by the parties in MCI.
Fixed Daily Rate Personal illness trips missed bank of sixty (60)
hours per year; once depleted the flight attendant
will receive four hours per day for each day of a
scheduled flight activity.
Daily rate for flight attendants vacations fixed
at 2:30 per day.
Flex Benefit Payment due flight attendants from a 1992
Payment contractual provision is satisfied by this Agreement.
Mexico and Effective August 1, 1999 flight attendants scheduled
Caribbean to work on flights to and from these locations will
be compensated at international rates of pay and
will continue to be scheduled utilizing the domestic
work rules.
Reserve Schedule Effective September 1, 1999 flight attendant reserve
schedule holders shall receive a pay guarantee equal
to seventy-five (75) hours pay and credit. In
addition reserve schedule holders shall receive
twelve (12) days off.
IAM Insignia The Company will provide IAM insignias affixed on
replacement uniform shirts for Mechanic and Related
not later than January 1, 2000.
AGREED this 13th day of June, 1999.
For the Company: For the IAM:
______________________ ______________________
______________________ ______________________
Dated: June _____, 1999
<PAGE>
Exhibit 5.1
September 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
I am Senior Vice President and General Counsel of Trans
World Airlines, Inc., a Delaware Corporation ("TWA"), and am
familiar 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 TWA to be issued
pursuant to Tentative Agreement dated June 13, 1999 between TWA
and the International Association of Machinists and Aerospace
Workers in the service of TWA, effective August 1, 1999
("Program").
As General Counsel of TWA, I am familiar with TWA's Third
Amended and Restated Certificate of Incorporation and TWA's
Amended and Restated By-Laws and have reviewed the Program, and
have caused to be made by the legal staff under my direction such
examination of fact and law, including an examination of the
original conformed or photographic copies of such corporate
records, documents and instruments as I have, in my judgment,
deemed relevant and necessary as the basis of my opinion.
Based on and subject to the foregoing, and to such further
limitations, assumptions and qualifications as are set forth
below, I am of the opinion that the shares of TWA issuable under
the Program are duly authorized and when issued in accordance
with the terms of the Program, will be validly issued, fully paid
and non assessable.
The opinion expressed herein is subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally and general
principles of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at
law).
I do not intend, and this opinion may not be interpreted, to
express any opinion as to matters governed by any laws other than
the General Corporation Law of the State of Delaware and the
federal laws of the United States of America. My opinion is
subject in all respects to, and may be limited by, further
regulations and legislation, as well as developing case law.
I am delivering this opinion to you solely for the purpose
of complying with the Commission's regulations in connection with
the Application, and same is given solely for the benefit of the
Commission and not other persons are entitled to rely hereon.
The opinion herein is expressed only as of the date hereof and
upon the understanding that I undertake no, and disclaim any,
responsibility to advise you of any change with respect to the
matters set forth herein after the date hereof. The limitations
on the scope of my inquiry and the opinions stated herein are an
integral part of this opinion.
Sincerely,
/s/ Kathleen A. Soled
---------------------
Kathleen A. Soled
Senior Vice President and
General Counsel
<PAGE>
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 consolidated 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.
KPMG LLP
Kansas City, Missouri
September 3, 1999
<PAGE>
Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 August, 1999.
/s/ John W. Bachmann
--------------------
John W. Bachmann
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 August, 1999.
/s/ Eugene P. Conese
--------------------
Eugene P. Conese
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 17th day of August, 1999.
/s/ Sherry L. Cooper
--------------------
Sherry L. Cooper
<PAGE> Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Gerald L. Gitner, a
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 10th day of August, 1999.
/s/ Gerald L. Gitner
--------------------
Gerald L. Gitner
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 August, 1999.
/s/ Edgar M. House
------------------
Edgar M. House
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 18th day of August, 1999.
/s/ Thomas H. Jacobsen
----------------------
Thomas H. Jacobsen
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 August, 1999.
/s/ Myron Kaplan
----------------
Myron Kaplan
<PAGE> Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, David M. Kennedy,
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 8th day of August, 1999.
/s/ David M. Kennedy
--------------------
David M. Kennedy
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 August, 1999.
/s/ Merrill A. McPeak
---------------------
Merrill A. McPeak
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 8th day of August, 1999.
/s/ Thomas F. Meagher
---------------------
Thomas F. Meagher
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 10th day of August, 1999.
/s/ William O'Driscoll
----------------------
William O'Driscoll
<PAGE> Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Robert A. Pastore, a
Director of TRANS WORLD AIRLINES, INC. (the "Company"), a
Delaware corporation, do constitute and appoint William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 August, 1999.
/s/ Robert A. Pastore
---------------------
Robert A. Pastore
<PAGE> Exhibit 24
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
William F. Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 8th day of August, 1999.
/s/ G. Joseph Reddington
------------------------
G. Joseph Reddington
<PAGE> Exhibit 24
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 William F.
Compton, 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 International
Association of Machinists and Aerospace Workers, 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 my 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 10th day of August, 1999.
/s/ Blanche M. Touhill
----------------------
Blanche M. Touhill
<PAGE>
