-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KBa6e1fTu1tEu7t0d1GWULqfO6yKww+LTKJugB7Zl+Nf8x6WfWaknBVZcHHhkx0o 885FIoYrIULBh4rPJ2+k6w== 0000950144-96-001040.txt : 19960321 0000950144-96-001040.hdr.sgml : 19960321 ACCESSION NUMBER: 0000950144-96-001040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960318 ITEM INFORMATION: Other events FILED AS OF DATE: 19960320 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD AIRLINES INC /NEW/ CENTRAL INDEX KEY: 0000278327 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 431145889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07815 FILM NUMBER: 96536459 BUSINESS ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 515 N SIXTH ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3145893261 MAIL ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 515 N 6TH ST CITY: ST LOUIS STATE: MO ZIP: 63101 8-K 1 TRANS WORLD AIRLINES FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 18, 1996 TRANS WORLD AIRLINES, INC. (Exact Name of Registrant as Specified in its Charter) ------------------------- DELAWARE 1-7815 43-1145889 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization)
One City Centre 515 N. 6th Street St. Louis, Missouri 63101 (314) 589-3000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------- ================================================================================ 2 ITEM 5. Trans World Airlines, Inc. (the "Company" or "TWA") hereby files a copy of its press release pursuant to Rule 135c with respect to the offering of its 8% Cumulative Convertible Exchangeable Preferred Stock. Such press release is attached as Exhibit 99.1 and forms a part of this current report. 2 3 EXHIBITS 99.1 Press Release announcing offering of 8% Cumulative Convertible Exchangeable Preferred Stock. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANS WORLD AIRLINES, INC. Date: March 19, 1996 By: /s/ Richard P. Magurno --------------------------------- Richard P. Magurno Senior Vice President and General Counsel 4 5 EXHIBIT 99.1
EX-99.1 2 PRESS RELEASE 1 NEWS FROM TWA FOR IMMEDIATE RELEASE Contact:___________ TWA ANNOUNCES OFFERING OF 3,500,000 SHARES OF ITS 8% CUMULATIVE CONVERTIBLE EXCHANGEABLE PREFERRED STOCK St. Louis, March 19, 1996 -- Trans World Airlines, Inc. [AMEX: TWA] today announced its offering, pursuant to Rule 144A, of 3,500,000 shares (plus up to an additional 525,000 shares pursuant to an over-allotment option) of its 8% Cumulative Convertible Exchangeable Preferred Stock, $0.01 par value and liquidation preference of $50 per share (the "8% Preferred Stock"). Each share of the 8% Preferred Stock may be converted at any time, at the option of the holder, unless previously redeemed or exchanged, into shares of the Company's common stock $0.01 par value per share (the "Common Stock"), at a conversion price of $20.269 per share (equivalent to a conversion rate of approximately 2.467 shares of Common Stock for each share of 8% Preferred Stock), subject to adjustment. The 8% Preferred Stock may not be redeemed prior to March 15, 1999. On or after March 15, 1999, the 8% Preferred Stock may be redeemed, in whole or in part, at the option of the Company, at specified redemption prices. The 8% Preferred Stock may be exchanged, in whole but not in part, at the option of the Company, for the Company's 8% Convertible Subordinated Debentures Due 2006 (the "Debentures") on any dividend payment date beginning on March 15, 1998 at the rate of $50 principal amount of Debentures for each share of 8% Preferred Stock outstanding at the time of exchange; provided that all accrued and unpaid dividends, whether or not earned or declared, on the 8% Preferred Stock to the date of exchange have been paid or set aside for payment and certain other conditions are met. The Company has agreed to file a shelf registration in respect of the 8% Preferred Stock, the Debentures issuable upon exchange thereof and the shares of Common Stock issuable upon conversion thereof. The net proceeds of the offering will be used by the Company to redeem the Company's outstanding 12% Cumulative Preferred Stock, as well as for general corporate purposes, including but not limited to, capital expenditures and increasing working capital. The 8% Preferred Stock, the Debentures issuable upon exchange thereof and the Common Stock issuable upon conversion thereof have not been registered under the federal securities laws or any state securities laws and pending such registration may not be offered or sold within the United States or to U.S. persons as defined in Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, 2 the registration requirements of the Securities Act and applicable state securities laws. Accordingly, shares of the 8% Preferred Stock are being offered and sold only (A) to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in compliance with such rule, (B) to a limited number of institutional "accredited investors" (as defined in Rule 501(a)(1),(2),(3) or (7) under the Securities Act) or (C) pursuant to offers and sales that occur outside of the United States within the meaning of Regulation S. Trans World Airlines, Inc., based in St. Louis, is a major domestic and international airline serving 85 destinations. TWA operates hubs in St. Louis and New York.
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