<PAGE>
<PAGE>
Registration No. 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 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)
<TABLE>
<CAPTION>
DELAWARE 4512 43-1145889
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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)
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)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED <F1> MAXIMUM MAXIMUM REGISTRATION FEE
REGISTERED OFFERING PRICE AGGREGATE
PER UNIT <F1> OFFERING PRICE <F1>
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 750,000 shares $4.69<F1> $3,517,500 $977.87
per share
- -----------------------------------------------------------------------------------------------------------------
<FN>
<F1> 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 July 12, 1999.
</TABLE>
======================================================================
<PAGE>
<PAGE>
Pursuant to Instruction E of the General Instructions to Form S-8
under the regulations of the Securities Act of 1933, as amended, the
registrant hereby incorporates by reference the Company's Registration
Statement on Form S-8 (Reg. No. 333-76889), as filed with the Commission
on April 22, 1999, by which the Company registered 250,000 shares of
Common Stock pursuant to the collective bargaining agreement with the pilots.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description
- ------ -----------
23.1 Consent of KPMG LLP
24 Powers of Attorney
2
<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 JULY 14, 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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ William F. Compton Director, President and Chief
- --------------------------- Executive Officer July 14, 1999
William F. Compton (Principal Executive Officer)
/s/ Michael J. Palumbo Executive Vice President and Chief
- --------------------------- Financial Officer (Principal July 14, 1999
Michael J. Palumbo Financial Officer and Principal
Accounting Officer)
<F*> Director July 14, 1999
- ---------------------------
John W. Bachmann
- --------------------------- Director July 14, 1999
Eugene P. Conese
- --------------------------- Director July 14, 1999
Sherry L. Cooper
<F*> Director July 14, 1999
- ---------------------------
Gerald L. Gitner
<F*> Director July 14, 1999
- ---------------------------
Edgar M. House
<F*> Director July 14, 1999
- ---------------------------
Thomas H. Jacobsen
3
<PAGE>
<PAGE>
<F*> Director July 14, 1999
- ---------------------------
Myron Kaplan
<F*> Director July 14, 1999
- ---------------------------
David M. Kennedy
<F*> Director July 14, 1999
- ---------------------------
Merrill A. McPeak
<F*> Director July 14, 1999
- ---------------------------
Thomas F. Meagher
<F*> Director July 14, 1999
- ---------------------------
William O'Driscoll
Director July 14, 1999
- ---------------------------
Robert A. Pastore
<F*> Director July 14, 1999
- ---------------------------
G. Joseph Reddington
<F*> Director July 14, 1999
- ---------------------------
Blanche M. Touhill
<FN>
<F*> Signed pursuant to Power of Attorney by:
</TABLE>
/s/ Kathleen A. Soled
- ---------------------------------------
Kathleen A. Soled, as Attorney-In-Fact
4
<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 periods 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
July 9, 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 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 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 July, 1999.
/s/ John W. Bachmann
--------------------
John W. Bachmann
<PAGE>
<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 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 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 July, 1999.
/s/ Gerald L. Gitner
--------------------
Gerald L. Gitner
<PAGE>
<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 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 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 July, 1999.
/s/ Edgar M. House
------------------
Edgar M. House
<PAGE>
<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 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 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 13th
day of July, 1999.
/s/ Thomas H. Jacobsen
----------------------
Thomas H. Jacobsen
<PAGE>
<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 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 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 July, 1999.
/s/ Myron Kaplan
----------------
Myron Kaplan
<PAGE>
<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 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 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 July, 1999.
/s/ David M. Kennedy
--------------------
David M. Kennedy
<PAGE>
<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 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 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 July, 1999.
/s/ Merrill A. McPeak
--------------------
Merrill A. McPeak
<PAGE>
<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 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 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 July, 1999.
/s/ Thomas F. Meagher
---------------------
Thomas F. Meagher
<PAGE>
<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 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 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 July, 1999.
/s/ William O'Driscoll
----------------------
William O'Driscoll
<PAGE>
<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 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 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 July, 1999.
/s/ G. Joseph Reddington
------------------------
G. Joseph Reddington
<PAGE>
<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 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 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 July, 1999.
/s/ Blanche M. Touhill
----------------------
Blanche M. Touhill
