-----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, QsL15C5FYS2uO1DZoL6+anfu10ZitRnicfbBx7lB0HJcn066kIxUOMEKcwIHOJE1 x89s+xI0Ud7AwjAyCJ+DZw== 0001068800-99-000314.txt : 19990715 0001068800-99-000314.hdr.sgml : 19990715 ACCESSION NUMBER: 0001068800-99-000314 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990714 EFFECTIVENESS DATE: 19990714 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: SEC FILE NUMBER: 333-82839 FILM NUMBER: 99664288 BUSINESS ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 515 N SIXTH ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3145893000 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, INC. FORM S-8 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)
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). 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) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------- TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF SECURITIES TO BE REGISTERED MAXIMUM MAXIMUM REGISTRATION FEE REGISTERED OFFERING PRICE AGGREGATE PER UNIT OFFERING PRICE - ----------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 750,000 shares $4.69 $3,517,500 $977.87 per share - ----------------------------------------------------------------------------------------------------------------- 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.
====================================================================== 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 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.
SIGNATURES TITLE DATE ---------- ----- ---- /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) Director July 14, 1999 - --------------------------- John W. Bachmann - --------------------------- Director July 14, 1999 Eugene P. Conese - --------------------------- Director July 14, 1999 Sherry L. Cooper Director July 14, 1999 - --------------------------- Gerald L. Gitner Director July 14, 1999 - --------------------------- Edgar M. House Director July 14, 1999 - --------------------------- Thomas H. Jacobsen 3 Director July 14, 1999 - --------------------------- Myron Kaplan Director July 14, 1999 - --------------------------- David M. Kennedy Director July 14, 1999 - --------------------------- Merrill A. McPeak Director July 14, 1999 - --------------------------- Thomas F. Meagher Director July 14, 1999 - --------------------------- William O'Driscoll Director July 14, 1999 - --------------------------- Robert A. Pastore Director July 14, 1999 - --------------------------- G. Joseph Reddington Director July 14, 1999 - --------------------------- Blanche M. Touhill Signed pursuant to Power of Attorney by:
/s/ Kathleen A. Soled - --------------------------------------- Kathleen A. Soled, as Attorney-In-Fact 4 EX-23.1 2 CONSENT OF EXPERT 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 EX-24 3 POWERS OF ATTORNEY 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 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 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 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 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 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 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 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----