-----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, N49/Llplm57atFEM1LUdFImOTeDE6kFmK5VP+k6EX7ujXp7l29q/83SBMpN4+ayh LVWscLJctceQrAIhqZ5ABg== 0000950103-95-000474.txt : 19960102 0000950103-95-000474.hdr.sgml : 19960102 ACCESSION NUMBER: 0000950103-95-000474 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951229 ITEM INFORMATION: Other events FILED AS OF DATE: 19951229 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD AIRLINES INC /NEW/ CENTRAL INDEX KEY: 0000278327 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 431145889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07815 FILM NUMBER: 95605954 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 8-K 1 ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 19, 1995 TRANS WORLD AIRLINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-07815 43-1145889 (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) One City Centre 515 North Sixth Street St. Louis, Missouri 63101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 314-589-3261 ________________________________________________________________________ (Former name or former address, if changed since last report.) ============================================================================= Item 5. Other Events. ------------ See the attached press release dated December 19, 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRANS WORLD AIRLINES, INC. By /s/ Richard P. Magurno ---------------------------- Name: Richard P. Magurno Title: Senior Vice President and General Counsel December 29, 1995 EX-99.1 2 Trans World Airlines, Inc. Adopts Stockholder Rights Plan St. Louis, Missouri -- December 19, 1995 -- Trans World Airlines, Inc. (AMEX: TWA) announced today that its Board of Directors adopted a Stockholder Rights Plan designed to enhance the Board's ability to protect stockholders against, among other things, unsolicited attempts to acquire control of TWA that do not offer an adequate price to all stockholders or are otherwise not in the best interests of TWA and its stockholders. TWA said that the Plan was not adopted in response to any specific effort to acquire control of the Company, and it is not aware of any such effort. Under the Plan each holder of Common Stock or Employee Preferred Stock ("Voting Stock") at the close of business on January 12, 1996 will receive a dividend of one right for each share of Voting Stock held. Each right entitles the holder to purchase from TWA one one-hundredth of a share of a new series of participating Preferred Stock at an initial purchase price of $47.50. The rights will become exercisable and will detach from the Voting Stock a specified period of time after any person, other than certain excluded persons, has become the beneficial owner of 15% or more of TWA's Voting Stock or has commenced a tender or exchange offer which, if consummated, would result in any person becoming the beneficial owner of 20% or more of the Voting Stock. If any person, other than certain excluded persons, becomes the beneficial owner of 15% or more of TWA's Voting Stock, each right will entitle the holder, other than the acquiring person, to elect to receive, without payment of a purchase price, a number of shares of TWA Common Stock having a value equal to the exercise price, which initially will be $47.50. If, following an acquisition of 15% or more of TWA's Voting Stock by a person, other than certain excluded persons, TWA is involved in certain mergers or other business combinations or sells or transfers more than 50% of its assets or earning power, each right will entitle the holder to purchase for the purchase price common stock of the other party to such transaction having a value of twice the purchase price. At any time after a person, other than certain excluded persons, has acquired 15% or more (but before any person has acquired more than 50%) of the Company's Voting Stock, TWA may exchange all or part of the rights for shares of Common Stock at an exchange ratio of one share of Common Stock per right. TWA may redeem the rights at a price of $.01 per right at any time prior to a specified period of time after a person has become the beneficial owner of 15% or more of its Voting Stock. The rights will expire on January 12, 2006, unless earlier exchanged or redeemed. Jeffrey H. Erickson, President and Chief Executive Officer, said: "The rights are intended to enable all TWA stockholders to realize the long-term value of their investment in TWA. They would not prevent a takeover of TWA. However, the rights plan should encourage anyone seeking to acquire TWA to negotiate with the Board prior to attempting a takeover." -----END PRIVACY-ENHANCED MESSAGE-----