-----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, JNfWRq9qrsrsji4npu1dTehq2Fe5Fv46f0KAvzzFd5H4PgpaPAJCD6I1FIF3rdJC a7AUceX54N/nRWUZjH1Gmg== 0000950152-96-000891.txt : 19960311 0000950152-96-000891.hdr.sgml : 19960311 ACCESSION NUMBER: 0000950152-96-000891 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960308 EFFECTIVENESS DATE: 19960327 SROS: NYSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01561 FILM NUMBER: 96532717 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 S-8 1 TRANS WORLD AIRLINES FORM S-8 1 Registration No. 33- __________ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1996. ================================================================================ 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 jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
ONE CITY CENTRE 515 N. SIXTH STREET ST. LOUIS, MISSOURI 63101 (314) 589-3000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) TRANS WORLD AIRLINES, INC. KEY EMPLOYEE STOCK INCENTIVE PLAN (Full title of the Plan) JEFFREY H. ERICKSON COPY TO: PRESIDENT AND CHIEF EXECUTIVE OFFICER HOWARD E.TURNER, ESQ. TRANS WORLD AIRLINES, INC. SMITH, GAMBRELL & RUSSELL ONE CITY CENTRE SUITE 3100, PROMENADE II 515 N. SIXTH STREET 1230 PEACHTREE STREET, NE ST. LOUIS, MISSOURI 63101 ATLANTA, GEORGIA 30309-3592 (314) 589-3000 (404) 815-3500 (Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF AMOUNT TO BE MAXIMUM MAXIMUM SECURITIES TO REGISTERED (1) OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED PER UNIT (1) OFFERING PRICE REGISTRATION FEE (1) - ----------------------------------------------------------------------------------------------------------------- Common Stock, 2,882,632 $16.94 $48,831,786 $16,839 par value $.01 shares per share (1) Estimated solely for the purpose of calculating the registration fee pursuant to the provisions of Rule 457(c) & (h)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Based on prices as of March 1, 1996. =================================================================================================================
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The Company hereby incorporates by reference in this Registration Statement its Prospectus and the following documents: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1994, filed with the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the end of the fiscal year ended December 31, 1994 covered by the Company's Annual Report on Form 10-K referred to in (a) above. (c) The description of the Company's Common Stock contained in the Company's Second Amended and Restated Certificate of Incorporation, incorporated herein by reference to Appendix B to the Company's Definitive Proxy Statement for the 1995 Annual Meeting of Stockholders held November 14, 1995; and the Company's Restated Bylaws, incorporated herein by reference to Exhibit 3.2.1 to the Company's Registration Statement on Form S-4 (Reg. No. 33-84944), as amended, filed with the Commission pursuant to Section 12(g) of the Exchange Act. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing such documents. Any statement contained 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 herein or in any other 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 be deemed, except as so modified and superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. 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 bests interests of TWA and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was 2 3 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 Second Amended and Restated Certificate of Incorporation ("Article Eleventh") provides that the Company 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 Company, or is or was serving at the request of the Company 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 Company 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 Company has been successful on the merits or otherwise (including without limitation 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 Company 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 Company against such expenses as authorized by Article Eleventh, and the Company 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, executor and administrators of such person. The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company 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 Company 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 Company, then the Company shall indemnify such persons to the fullest extent permitted by the DGCL, as so amended. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 3 4 ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement:
Exhibit Number Description - ------- ----------- 5 Opinion of Smith, Gambrell & Russell 23.1 Consent of Smith, Gambrell & Russell, included in Exhibit 5.1 23.2 Consent of KPMG Peat Marwick LLP
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 to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, 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; and (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, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. (e) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the Prospectus, to each person to whom the Prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or cause to be delivered to each person to whom the Prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the Prospectus to provide such interim financial information. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions of the Company's By-Laws, or otherwise, the Company has been advised that in the opinion of the 4 5 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 Company 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 Company 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 Act and will be governed by the final adjudication of such issue. 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 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF ST. LOUIS, STATE OF MISSOURI, ON FEBRUARY 14, 1996. TRANS WORLD AIRLINES, INC. By: /s/ Jeffrey H. Erickson ------------------------------------ Jeffrey H. Erickson, President and Chief Executive 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/ Jeffrey H. Erickson President, Chief Executive February 14, 1996 - ----------------------- Officer and Director Jeffrey H. Erickson /s/ Robert A. Peiser Executive Vice President - February 14, 1996 - -------------------- Finance, Chief Financial Officer Robert A. Peiser /s/ Dan J. Holmes Vice President and February 14, 1996 - ------------------ Corporate Controller Dan J. Holmes /s/ Thomas F. Meagher Chairman of the Board February 13, 1996 - --------------------- Thomas F. Meagher /s/ William F. Compton Director February 14, 1996 - ----------------------- William F. Compton /s/ Eugene P. Conese Director February 14, 1996 - --------------------- Eugene P. Conese
5 6 /s/ William M. Hoffman Director February 14, 1996 - ---------------------- William M. Hoffman /s/ Gerald L. Gitner Director February 14, 1996 - --------------------- Gerald L. Gitner /s/ Thomas H. Jacobsen Director February 22, 1996 - ----------------------- Thomas H. Jacobsen /s/ Jewel LaFontant-Mankarious Director February 22, 1996 - ------------------------------ Jewel LaFontant-Mankarious /s/ Myron Kaplan Director February 15, 1996 - ----------------- Myron Kaplan /s/ James A. Lawrence Director February 16, 1996 - --------------------- James A. Lawrence /s/ William O'Driscoll Director February 20, 1996 - ---------------------- William O'Driscoll /s/ G. Joseph Reddington Director February 13, 1996 - ------------------------ G. Joseph Reddington /s/ Lawrence K. Roos Director February 13, 1996 - -------------------- Lawrence K. Roos /s/ William W. Winpisinger Director February 23, 1996 - -------------------------- William W. Winpisinger
6 7
INDEX TO EXHIBITS ----------------- Exhibit Sequentially Number Description Numbered Page - ------- ----------- ------------- 5 Opinion of Smith, Gambrell & Russell 23.1 Consent of Smith, Gambrell & Russell, included in Exhibit 5.1 23.2 Consent of KPMG Peat Marwick LLP
EX-5 2 TRANS WORLD AIRLINES EXHIBIT 5 1 EXHIBIT NO. 5 2 SMITH, GAMBRELL & RUSSELL A PARTNERSHIP OF PROFESSIONAL CORPORATIONS AND INDIVIDUALS ATTORNEYS AT LAW SUITE 3100, PROMENADE II 1230 PEACHTREE STREET, N.C. ATLANTA, GEORGIA 30309-3592 [ATTORNEY LETTER HEAD] March 7, 1996 Trans World Airlines, Inc. One City Centre 515 N. Sixth Street St. Louis, Missouri 63101 Re: Registration Statement on Form S-8 1994 Trans World Airlines, Inc. Key Employee Stock Incentive ------------------------------------------------------------ Plan ---- Ladies and Gentlemen: We have served as counsel for Trans World Airlines, Inc. a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the "Registration Statement"), of an aggregate of 2,882,632 shares (the "Shares") of common stock, $.01 par value per share of the Company (the "Common Stock"), to be offered and sold by the Company pursuant to the Trans World Airlines, Inc. Key Employee Stock Incentive Plan (the "Plan"). We have examined and are familiar with originals or copies (certified, photostatic or otherwise identified to our satisfaction) of such documents, corporate records and other instruments relating to the incorporation of the Company and the adoption of the Plan as we have deemed necessary and advisable. In all such examinations, we have assumed the genuineness of all signatures on all originals and copies of documents we have examined, the authenticity of all documents submitted to us as originals and the conformity to original documents of all certified, conformed or photostatic copies. As to questions of fact material and relevant to our opinion, we have relied upon certificates or representations of Company officials and of appropriate public officials. We express no opinion as to matters under or involving laws of any jurisdiction other than the State of Delaware and its political subdivisions. Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, it is our opinion that: i. The Shares have been duly authorized; and ii. Upon the issuance and delivery of the Shares upon the exercise of options and payment therefor as provided in the Plan and as contemplated in the Registration Statement, such Shares will be legally and validly issued, 3 Trans World Airlines, Inc. March 7, 1996 Page 2 fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, SMITH, GAMBRELL & RUSSELL /s/ Howard E. Turner Howard E. Turner EX-23.2 3 TRANS WORLD AIRLINES EXHIBIT 23.2 1 EXHIBIT NO. 23.2 2 Exhibit 23.2 ------------- ACCOUNTANT'S 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 March 20, 1995, relating to the consolidated balance sheets of Trans World Airlines, Inc. and subsidiaries as of December 31, 1994 and 1993, 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, 1994, which report appears in the December 31, 1994 annual report on Form 10-K of Trans World Airlines, Inc. Our report referred to above contains an explanatory paragraph that states that the Company's recurring losses from operations and its limited sources of additional liquidity raise substantial doubt about the Company's ability to continue as a going concern. In addition, our report refers to the application of fresh start reporting in conneciton with the Company's emergence from bankruptcy on November 3, 1993. /s/ KPMG Peat Marwick LLP Kansas City, Missouri March 7, 1996 -----END PRIVACY-ENHANCED MESSAGE-----