-----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, Gc5P05zdEmz9Wvy79HdPtfV+L+Y/uXG16ebGeL1quKYlIXFp+vGGfmvew4qd47OQ z5sQi8Dkg6tQrZqp+4Nslg== 0000278327-99-000008.txt : 19990909 0000278327-99-000008.hdr.sgml : 19990909 ACCESSION NUMBER: 0000278327-99-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990908 EFFECTIVENESS DATE: 19990908 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: 333-86743 FILM NUMBER: 99707944 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 Registration No. 333- As filed with the Securities and Exchange Commission on September 8, 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 Industrial (I.R.S. Employer jurisdiction of Classification Code Number) Identification No.) incorporation or One City Centre organization) 515 North 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) INTERNATIONAL ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS 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 (1) maximum maximum registration registered offering price aggregate fee per unit (1) offering price (1) _____________________________________________________________________________ Common Stock, par value $.01 500,000 shares $3.97(1) $1,985,000 $552.00 per share _____________________________________________________________________________ (1) 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 September 2, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference The reports listed below have been filed with or furnished to the Securities and Exchange Commission (the "Commission") by the Registrant and are incorporated herein by reference to the extent not superseded by reports or other information subsequently filed or furnished. (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. (b) The Registrant's Quarterly reports on Form 10-Q for the quarterly periods ended March 31 and June 30, 1999. (c) The description of the Common Stock of the Registrant (the "Common Stock") contained in the Registrant's Form 8-A, dated August 1, 1995, filed under the Exchange Act, including any amendment or reports filed for the purpose of updating such description. (d) The Registrant's Proxy Statement and Notice of Meeting relating to the Annual Meeting of Stockholders held on May 25, 1999. (e) All of the Registrant's reports filed with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement and prior to filing a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports. Any statement contained herein or 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 in any 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 not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. Description of Securities Not applicable. ITEM 5. Interests of Named Experts and Counsel Not applicable. 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 best interests of TWA and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was 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 Third Amended and Restated Certificate of Incorporation ("Article Eleventh") provides that the Registrant 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 Registrant, or is or was serving at the request of the Registrant 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 Registrant 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 Registrant has been successful on the merits or otherwise (including without limitation settlement 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 Registrant 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 Registrant against such expenses as authorized by Article Eleventh and the Registrant 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, executors and administrators of such person. The Registrant shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant 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 Registrant 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 Registrant, then the Registrant shall indemnify such persons to the fullest extent permitted by the DGCL, as so amended. The obligations of the Registrant to indemnify any person serving as one of its directors, officers or employees as of or following the Registrant's '93 Reorganization, by reason of such person's past or future service in such a capacity, or as a director, officer or employee of another corporation, partnership or other legal entity, to the extent provided in Article Eleventh or in similar constituent documents or by statutory law or written agreement of or with the Registrant, shall be deemed and treated as executory contracts assumed by the Registrant pursuant to the Registrant's '93 Reorganization. Accordingly, such indemnification obligations survive and were unaffected by the entry of the order confirming the Registrant's '93 Reorganization. The obligations of the Registrant to indemnify any person who, as of the '93 Reorganization, was no longer serving as one of its directors, officers or employees, which indemnity obligation arose by reason of such person's prior service in any such capacity, or as a director, officer or employee of another corporation, partnership or other legal entity, to the extent provided in the certificate of incorporation, by-laws or other constituent documents or by statutory law or written agreement of or with TWA were terminated and discharged pursuant to Section 502(e) of the United States Bankruptcy Code or otherwise, as of the date the '93 Reorganization was confirmed. Nothing contained in the Third Amended and Restated Certificate of Incorporation of the Registrant shall be deemed to reinstate any obligation of the Corporation to indemnify any person or entity, which was otherwise released under or in connection with the Comprehensive Settlement Agreement entered into pursuant to the '93 Reorganization. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange 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 Registrant 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 Registrant 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 Securities Act and will be governed by the final adjudication of such issue. ITEM 7. Exemption from Registration Claimed Not applicable. ITEM 8. Exhibits The following exhibits are filed with or incorporated by reference into this Registration Statement: 4.1 Tentative Agreement between the Registrant and the International Association of Machinists and Aerospace Workers dated June 13, 1999 5.1 Opinion of Counsel of Kathleen A. Soled, Senior Vice President and General Counsel to the Registrant, as to the legality of the shares being registered. 23.1 Consent of KPMG LLP 24 Powers of Attorney 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 and to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (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 of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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. 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 September 7, 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 September 7, 1999 - ---------------------- Executive Officer William F. Compton (Principal Executive Officer) /s/ Michael J. Palumbo Executive Vice President and September 7, 1999 - ---------------------- Chief Financial Officer Michael J. Palumbo (Principal Financial Officer and Principal Accounting Officer) * Director September 7, 1999 - ---------------------- John W. Bachmann * Director September 7, 1999 - ---------------------- Eugene P. Conese * Director September 7, 1999 - ---------------------- Sherry L. Cooper * Director September 7, 1999 - ---------------------- Gerald L. Gitner * Director September 7, 1999 - ---------------------- Edgar M. House * Director September 7, 1999 - ---------------------- Thomas H. Jacobsen * Director September 7, 1999 - ---------------------- Myron Kaplan * Director September 7, 1999 - ---------------------- David M. Kennedy * Director September 7, 1999 - ---------------------- Merrill A. McPeak * Director September 7, 1999 - ---------------------- Thomas F. Meagher * Director September 7, 1999 - ---------------------- William O'Driscoll * Director September 7, 1999 - ---------------------- Robert A. Pastore * Director September 7, 1999 - ---------------------- G. Joseph Reddington * Director September 7, 1999 - ---------------------- Blanche M. Touhill * Signed pursuant to Power of Attorney by: /s/ Kathleen A. Soled - --------------------- Kathleen A. Soled, as Attorney-In-Fact Exhibit Index 4.1 Tentative Agreement between the Registrant and the International Association of Machinists and Aerospace Workers dated June 13, 1999 5.1 Opinion of Counsel of Kathleen A. Soled, Senior Vice President and General Counsel to the Registrant, as to the legality of the shares being registered. 23.1 Consent of KPMG LLP 24 Powers of Attorney EX-4 2 Exhibit 4.1 TENTATIVE AGREEMENT June 13, 1999 The new collective bargaining agreements shall be effective August 1, 1999 and shall become amendable on January 31, 2001. Amendments to the M & R, PSE and F/A Agreements shall include only those items listed below: 1) All of the tentative agreements that have been signed or initialed off by the parties as of June 13, 1999. 2) Hourly Rates of Pay 8/1/1999 8/1/2000 Mech & Related 8.5% 3% PSE 8.5% 3% F/A 15.25% 3% 3) Marx Award Settlement for Flight Attendants and Settlement of the M & R Grievances. Marx Award Settlement: *$25 million This amount shall be paid as follows: Thirty (30) days following August 1, 1999: $11.0 million August 1, 2000: $11.0 million August 1, 2001: $ 3.0 million *Includes FICA The Company shall distribute the Marx Award Settlement amount in the manner directed by the IAM. TWA and the IAM agree to settle the grievances described in paragraph 9 below for ten million dollars ($10,000,000). The Company shall distribute this payment in the manner directed by the IAM upon receipt of the proceeds from the sale of Worldspan. If the Company has not received proceeds from the sale of Worldspan by November 1, 2001 the Company shall pay one-half of its obligation on the first business day thereafter with the balance due and payable August 1, 2002. All payments provided for in this paragraph shall not be deemed to be wages for purposes of any benefit contributions the Company is obligated to make for IAM represented employees. 4) Retirement Contribution to the IAM National Pension Plan effective March 1, 2000. Mechanic and Above: $1.00 per hour to a maximum of 40 hours per week. Below Mechanic and PSE: $0.75 per hour to a maximum of 40 hours per week. Contribution to the IAM National Pension Plan effective January 1, 2001. Flight Attendants: $0.50 per hour to a maximum of 173 hours per month based on flight credit hours of up to seventy-three (73) hours per month multiplied by two point three seven (2.37). 5) License Premium: Effective August 1, 1999: $1.00 per license. Effective August 1, 2000: $1.50 per license. 6) Mechanic Skill Pay Effective August 1, 2000: $1.00 per hour for all Mechanic and above. 7) Floating Holidays Effective January 1, 2000: Two additional floating holidays for PSE and M & R employees. 8) 3 1/2 Million Three and one-half (3 1/2) million shares of TWA Shares of Stock: Common Stock shall be issued as follows: As soon as practicable following ratification and fulfillment of all necessary requirements associated with the registration, listing, issuance and distribution of stock certificates, the Company will distribute five hundred thousand (500,000) shares of TWA common stock to IAM represented flight attendants. Distribution of such shares of stock will be determined by the IAM in its sole discretion. On July 31, 2000 or as soon as practicable after fulfillment of all necessary requirements associated with the registration, listing, issuance and distribution of stock certificates, the Company will distribute one million (1,000,000) shares of TWA common stock to IAM represented employees. Distribution of such shares of stock will be determined by the IAM in its sole discretion. On January 31, 2001 or as soon as practicable after fulfillment of all necessary requirements associated with the registration, listing, issuance and distribution of stock certificates, the Company will distribute one million (1,000,000) shares of TWA common stock to IAM represented employees. Distribution of such shares of stock will be determined by the IAM in its sole discretion. On January 31, 2002 or as soon as practicable after fulfillment of all necessary requirements associated with the registration, listing, issuance and distribution of stock certificates, the Company will distribute one million (1,000,000) shares of TWA common stock to IAM represented employees. Distribution of such shares will be determined by the IAM in its sole discretion. 9) Other issues: RJs/Code Share See attached Station Staffing See attached Facilities Delete Letter of Agreement signed August 31, 1994 (page 38 of the TWA/IAM Amendment Signed August 31, 1994). See Attached for details on other facilities. New Equipment Eliminate flight attendant 6 month new equipment F/A Staffing provision [27(b)]. Crew Rest Seats 4 F/C rest seat obligation for flight attendants reduced to a obligation for 2 F/C rest seats. World Span See Attached Collateral Grievances All outstanding Mechanic and Related grievances regarding scope, work jurisdiction and outsourcing, and all "me too" grievances and the pending arbitration over the Progression Agreement, are withdrawn in exchange for the Grievance Settlement. Litigation Withdrawal of all pending litigation, including contempt proceedings Advisor and $1,382,000 for all past professional services Legal Fees through June 13, 1999 (to be paid no later than 90 days following ratification). Letter of Agreement attached for future professional services. Language Changes Eliminate profit sharing language Eliminate "Me Too" Vacation Allotment Effective January 1, 2001 flight attendant vacation allotments will snap back to pre-1992 levels. The maximum vacation days will be thirty-six (36) days. MCI Mini Agreement As agreed to by the parties in MCI. Fixed Daily Rate Personal illness trips missed bank of sixty (60) hours per year; once depleted the flight attendant will receive four hours per day for each day of a scheduled flight activity. Daily rate for flight attendants vacations fixed at 2:30 per day. Flex Benefit Payment due flight attendants from a 1992 Payment contractual provision is satisfied by this Agreement. Mexico and Effective August 1, 1999 flight attendants scheduled Caribbean to work on flights to and from these locations will be compensated at international rates of pay and will continue to be scheduled utilizing the domestic work rules. Reserve Schedule Effective September 1, 1999 flight attendant reserve schedule holders shall receive a pay guarantee equal to seventy-five (75) hours pay and credit. In addition reserve schedule holders shall receive twelve (12) days off. IAM Insignia The Company will provide IAM insignias affixed on replacement uniform shirts for Mechanic and Related not later than January 1, 2000. AGREED this 13th day of June, 1999. For the Company: For the IAM: ______________________ ______________________ ______________________ ______________________ Dated: June _____, 1999 EX-5 3 Exhibit 5.1 September 8, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: I am Senior Vice President and General Counsel of Trans World Airlines, Inc., a Delaware Corporation ("TWA"), and am familiar with a Registration Statement on Form S-8 (the "Registration Statement") to be filed by it today with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the shares of Common Stock, $.01 par value of TWA to be issued pursuant to Tentative Agreement dated June 13, 1999 between TWA and the International Association of Machinists and Aerospace Workers in the service of TWA, effective August 1, 1999 ("Program"). As General Counsel of TWA, I am familiar with TWA's Third Amended and Restated Certificate of Incorporation and TWA's Amended and Restated By-Laws and have reviewed the Program, and have caused to be made by the legal staff under my direction such examination of fact and law, including an examination of the original conformed or photographic copies of such corporate records, documents and instruments as I have, in my judgment, deemed relevant and necessary as the basis of my opinion. Based on and subject to the foregoing, and to such further limitations, assumptions and qualifications as are set forth below, I am of the opinion that the shares of TWA issuable under the Program are duly authorized and when issued in accordance with the terms of the Program, will be validly issued, fully paid and non assessable. The opinion expressed herein is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). I do not intend, and this opinion may not be interpreted, to express any opinion as to matters governed by any laws other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America. My opinion is subject in all respects to, and may be limited by, further regulations and legislation, as well as developing case law. I am delivering this opinion to you solely for the purpose of complying with the Commission's regulations in connection with the Application, and same is given solely for the benefit of the Commission and not other persons are entitled to rely hereon. The opinion herein is expressed only as of the date hereof and upon the understanding that I undertake no, and disclaim any, responsibility to advise you of any change with respect to the matters set forth herein after the date hereof. The limitations on the scope of my inquiry and the opinions stated herein are an integral part of this opinion. Sincerely, /s/ Kathleen A. Soled --------------------- Kathleen A. Soled Senior Vice President and General Counsel EX-23 4 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 years 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 September 3, 1999 EX-24 5 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 International Association of Machinists and Aerospace Workers, 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 August, 1999. /s/ John W. Bachmann -------------------- John W. Bachmann Exhibit 24 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 shares of the Company's Common Stock issuable pursuant to the Company's collective bargaining agreement with the International Association of Machinists and Aerospace Workers, 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 August, 1999. /s/ Eugene P. Conese -------------------- Eugene P. Conese Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, Sherry L. Cooper, 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 International Association of Machinists and Aerospace Workers, 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 17th day of August, 1999. /s/ Sherry L. Cooper -------------------- Sherry L. Cooper 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 International Association of Machinists and Aerospace Workers, 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 10th day of August, 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 International Association of Machinists and Aerospace Workers, 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 August, 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 International Association of Machinists and Aerospace Workers, 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 18th day of August, 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 International Association of Machinists and Aerospace Workers, 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 August, 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 International Association of Machinists and Aerospace Workers, 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 August, 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 International Association of Machinists and Aerospace Workers, 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 13th day of August, 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 International Association of Machinists and Aerospace Workers, 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 August, 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 International Association of Machinists and Aerospace Workers, 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 10th day of August, 1999. /s/ William O'Driscoll ---------------------- William O'Driscoll Exhibit 24 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 shares of the Company's Common Stock issuable pursuant to the Company's collective bargaining agreement with the International Association of Machinists and Aerospace Workers, 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 August, 1999. /s/ Robert A. Pastore --------------------- Robert A. Pastore 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 International Association of Machinists and Aerospace Workers, 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 August, 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 International Association of Machinists and Aerospace Workers, 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 10th day of August, 1999. /s/ Blanche M. Touhill ---------------------- Blanche M. Touhill -----END PRIVACY-ENHANCED MESSAGE-----