<PAGE>
<PAGE>
Registration No. 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 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 (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification
organization) Code Number)
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).
TRANS WORLD AIRLINES, INC. KEY EMPLOYEE STOCK INCENTIVE PLAN
(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>
- --------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,933,543 $5.00<F1> $1,933,543<F1> $2,688
par value $.01 shares
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 June 17, 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
Statements on Forms S-8 (Reg. Nos. 333-01561 and 333-04787), as filed
with the Commission on March 8, 1996 and November 7, 1997, by which the
Company registered a total of 7,042,568 shares of Common Stock issuable
upon exercise of options granted pursuant to the Plan.
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>
<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 JUNE 18, 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 June 18, 1999
William F. Compton (Principal Executive Officer)
/s/ Michael J. Palumbo Executive Vice President and Chief
- -------------------------------- Financial Officer (Principal June 18, 1999
Michael J. Palumbo Financial Officer and Principal
Accounting Officer)
<F*>
- --------------------------------
John W. Bachmann Director June 18, 1999
<F*>
- --------------------------------
Eugene P. Conese Director June 18, 1999
- --------------------------------
Sherry L. Cooper Director June 18, 1999
<F*>
- --------------------------------
Gerald L. Gitner Director June 18, 1999
<F*>
- --------------------------------
Edgar M. House Director June 18, 1999
<F*>
- --------------------------------
Thomas H. Jacobsen Director June 18, 1999
3
<PAGE>
<PAGE>
<F*>
- --------------------------------
Myron Kaplan Director June 18, 1999
<F*>
- --------------------------------
David M. Kennedy Director June 18, 1999
<F*>
- --------------------------------
Merrill A. McPeak Director June 18, 1999
<F*>
- --------------------------------
Thomas F. Meagher Director June 18, 1999
- --------------------------------
William O'Driscoll Director June 18, 1999
<F*>
- --------------------------------
Robert A. Pastore Director June 18, 1999
<F*>
- --------------------------------
G. Joseph Reddington Director June 18, 1999
<F*>
- --------------------------------
Blanche M. Touhill Director June 18, 1999
<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
June 18, 1999
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 4th
day of June, 1999.
/s/ John W. Bachmann
--------------------
John W. Bachmann
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 7th
day of June, 1999.
/s/ Eugene P. Conese
--------------------
Eugene P. Conese
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 4th
day of June, 1999.
/s/ Gerald L. Gitner
--------------------
Gerald L. Gitner
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 6th
day of June, 1999.
/s/ Edgar M. House
------------------
Edgar M. House
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 7th
day of June, 1999.
/s/ Thomas H. Jacobsen
----------------------
Thomas H. Jacobsen
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 4th
day of June, 1999.
/s/ Myron Kaplan
----------------
Myron Kaplan
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 June, 1999.
/s/ David M. Kennedy
--------------------
David M. Kennedy
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 4th
day of June, 1999.
/s/ Merrill A. McPeak
---------------------
Merrill A. McPeak
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 7th
day of June, 1999.
/s/ Thomas F. Meagher
---------------------
Thomas F. Meagher
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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
5th day of June, 1999.
/s/ Robert A. Pastore
---------------------
Robert A. Pastore
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 4th
day of June, 1999.
/s/ G. Joseph Reddington
------------------------
G. Joseph Reddington
<PAGE>
<PAGE>
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 additional shares of the
Company's Common Stock issuable pursuant to the Company's Key Employee
Stock Incentive Plan, 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 5th
day of June, 1999.
/s/ Blanche M. Touhill
----------------------
Blanche M. Touhill
