Trans World Corp.

Feb. 23, 1983

INQUIRY LETTER 1

Transworld Corporation

605 Third Avenue

New York, NY 10016

(212) 557-6162

January 07, 1983

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N. W.

Washington, D.C. 20549

Attention: John Gorman, Esq.

Attorney Advisor

Division of Corporation Finance

Re: Trans World Corporation Shareholder Proposals Received from Action on Smoking and Health, Richard P. Barthelemy and the TWA Shareholder Project, Inc.

Dear Sirs:

Reference is made to the following copies of letters, enclosed herewith as Exhibits A, B, C, D, E, F, G and H, respectively, received by Trans World Corporation ("Trans World" or the "Company") requesting inclusion of certain shareholder proposals in the Board of Directors proxy material for the Companys 1983 Annual Meeting of shareholders.

1. Letter dated December 8, 1982 from Paul N. Pfeiffer, General Counsel of Action on Smoking and Health ("ASH"), enclosing two shareholder proposals ("ASH Proposals 1 and 2");

2. Letter dated December 13, 1982 from Richard P. Barthelemy ("Barthelemy"), purportedly in his individual capacity, enclosing two shareholder proposals ("Barthelemy Proposals 1 and 2");

3. Letter dated December 17, 1982 from Walter Bowman ("Bowman"), purportedly in his individual capacity, enclosing two shareholder proposals ("Bowman Proposals 1 and 2");

4. Letter Dated December 17, 1982 from Bowman, in his capacity as Corporate Secretary of TWA Shareholder Project, Inc. (the "Project"), enclosing two shareholder proposals ("Bowman Proposals 3 and 4");

5. Letter dated December 17, 1982 from Edison L. Denney, purportedly in his individual capacity, enclosing two shareholder proposals ("Denney Proposals 1 and 2");

6. Letter dated December 17, 1982 from Fred A. Catalano ("Catalano"), purportedly in his individual capacity, enclosing two shareholder proposals ("Catalano Proposals 1 and 2");

7. Letter dated December 17, 1982 from Barbara Catalano, purportedly in her individual capacity, enclosing two shareholder proposals ("Catalano Proposals 3 and 4");

8. Letter dated December 17, 1982 from Fred A. Catalano III, purportedly in his individual capacity, enclosing two shareholder proposals ("Catalano Proposals 5 and 6").

The purpose of this letter is to inform the Securities and Exchange Commission (the "Commission"), ASH, the Project, Bowman, Denney and the Catalanos of the reasons why Trans World deems it proper to omit certain of these shareholder proposals from its 1983 Annual Meeting Proxy Statement.

The Company intends to include in its proxy materials Barthelemy Proposals 1 and 2, even through Barthelemy, who purports to be acting herein in his individual capacity, had a long and close association with the Project and its founder, Catalano, and was an unsuccessful nominee, along with Bowman, Catalano and Denney, on the slate of directors proposed by the Project in 1978. He has advised the Company that he is no longer affiliated with the Project.

The Company believes, however, that pursuant to Rule 14a-8 it may properly omit from its 1983 Annual Meeting proxy materials the ASH Proposals and ten of the remaining twelve proposals.

The ASH ¹ Proposals seek to require the Company to operate certain smoke free flights and airport departure lounges and to make available through advertisements, schedules and stockholder publications information concerning such services. The scheduling of non-smoking flights and the availability of non-smoking departure areas, as well as publicity concerning such services, constitute part of the ordinary business operations of Trans World and are not the proper subjects for shareholder action.

Accordingly, the Company believes that it may properly exclude the ASH Proposals pursuant to Rule 14a-8(c)(7).

The Company further believes that ten of the twelve remaining proposals may properly be omitted from the Companys proxy materials because the submission of ten shareholder proposals violates the two proposal maximum established by Rule 14a-8(a)(4). It is the Companys view that all twelve of the remaining proposals are being submitted by one proponent -- Catalano and his Project.

Catalano and the Project have a long, unbroken history of collaboration in opposing the management, both of Trans World Airlines, Inc. ("TWA") and, upon the reorganization of that company, of Trans World itself. Catalano, a former purser whom TWA discharged in 1974, is the founder and moving force behind the Project. His activities in directing the Projects unlawful crusade against management resulted in a consent injunction (enclosed herewith as Exhibit I) entered on June 30, 1978 in the United States District Court for the Southern District of New York permanently restraining further dissemination of proxy solicitation materials or materials soliciting funds for the Project which are violative of the proxy rules or materially false or misleading. ²

Despite the injunction, Catalano just last year continued his unceasing harassment of the Company by attempting to submit eight separate shareholder proposals, two under his own name and the remaining six through his wife, Barbara Catalano, and two sons, Michael A. Catalano and Fred A. Catalano III. Attached hereto as Exhibit K is a letter from the Company to the Commission requesting a no-action position concerning the Companys intention to omit six of these proposals from its 1982 proxy materials. Attached hereto as Exhibit L is the Commissions letter, dated February 8, 1982 finding "some basis for the view that Mr. Catalano has attempted to evade the two proposal limitation of Rule 14a-8(a)(4)."

After having last years attempted evasion of the proxy solicitation rules exposed, Catalano has now launched an even more transparent scheme to circumvent the Commissions rules. He is attempting to submit twelve separate shareholder proposals not only through his wife and son, but through Bowman and Denney, officers of the Project, an organization which he founded and of which he is the guiding force.

It should be noted that all twelve proposals have a mailing address in care of the Project. In addition, the two Denney and four Bowman Proposals have not actually been signed by their proponents but by Catalano, who personally delivered all twelve of the proposals to the offices of the Company.

Bowman and Denney were nominated by Catalano at the 1982 Annual Meeting for positions on the Companys Board of Directors but were defeated along with Catalano, for these positions. All of the twelve proposals, with the single exception of Bowman Proposal 3, are substantially duplicative of eleven of the twenty proposals submitted by Catalano at the 1982 Annual Meeting and defeated by the Companys shareholders. Attached hereto as Exhibit M are Shareholder Proposal No. 3, which was included in the Companys Proxy Statement for its 1982 Annual Meeting, and additional Shareholder Proposals A through S, which were submitted by Catalano from the floor at such Annual Meeting.

It is clear that Catalano, as guiding force behind the Project, has orchestrated submission of these twelve shareholder proposals, proposals of which he is the author and primary proponent. To allow their submission under the pretense that their proponents are separate from and independent of Catalano and his Project would be to undermine Rule 14a-8 by sanctioning practices deemed "inappropriate. . . not only because they constitute an unreasonable exercise of the right to submit proposals at the expense of other shareholders but also because they tend to obscure other material matters in the proxy statements of issuers, thereby reducing the effectiveness of such documents Release No. 34-12999 (November 22, 1976).

Thus, pursuant to Rule 14a-8(c)(4), Trans World, by this letter, hereby notifies the Project, Bowman, Denney and the Catalanos that they have the opportunity to reduce to a total of two the proposals they have submitted for inclusion in the 1982 proxy materials within 10 business days. If Trans World is not informed of such reduction within such time period, Trans World would propose to omit all twelve of the proposals from its proxy material.

In addition, management believes that certain of these twelve proposals and the supporting statements thereto are otherwise objectionable. However, since these proposals may not be the ones finally submitted, we reserve our comments at this time.

We respectfully request your confirmation that the staff will not recommend that the Commission take action by reason of our exclusion of ASH Proposals 1 and 2, and our exclusion of the remaining twelve proposals unless these twelve are reduced to two in number.

If you have any questions in connection with this matter, please telephone the undersigned collect at (212) 557-6162.

Very truly yours,

John J. OKeeffe, Jr.

Corporate Secretary and Assistant General Counsel

cc: With Enclosures

Action on Smoking and Health

2013 H Street, N. W.

Washington, D. C. 20006

Walter Bowman

c/o TWA Shareholder Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

Edison L. Denney

c/o TWA Shareholder Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

Fred A. Catalano

c/o TWA Shareholder Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

Barbara Catalano

c/o TWA Shareholder Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

Fred A. Catalano III

c/o TWA Shareholder Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

INQUIRY LETTER 2

DENNEY ENTERPRISES, INC.

719 EUREHA CANYON ROAD

WATSONVILLE, CALIF. 95076

TELEPHONE(408) 722-7221

January 24, 1983

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D. C. 20549

Attention: John Gorman, Esq.

Attorney Adviser

Division of Corporation Finance

Re: Trans World Corporation

Letter Dated Jan. 7, 1983

Signed by John OKeeffe, Jr.

Dear Mr. Gorman,

The two shareholder proposals I submitted to Trans World Corporation for enclosure in its proxy statement for the 1983 annual meeting are not in violation of rule 14a-8 (a) (4). No one controls the Trans World Corporation stock I own other than myself. This stock, purchased by me with my own funds, are not pledged to anyone for any reason. Refer to release No. 34-12999 dated November 22, 1976.

I hereby strongly advise that your office inform Trans World Corporation that my two shareholder proposals are to be included in their 1983 proxy material for consideration by the shareholders.

I will appreciate an immediate reply.

Sincerely,

Edison L. Denney

Shareholder

cc: Trans World Corporation

INQUIRY LETTER 3

Fred Catalano

P.O. Box 1973, Grand Central Station

New York, N.Y. 10017

January 24, 1983

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N. W.

Washington, D. C. 20549

Attn: John Gorman Esq.

Attorney Advisor

Division of Corporation Finance

Re: Trans World Corporation Shareholder Proposal and January 7, 1983 letter to the Commission

Dear Sirs:

Reference is made to Trans World Corporations (TWC) letter dated January 7th, again TWC attempts to persuade the Commission based upon innuendos that the two proposal Rule ("14a-8(a) (4)") has been violated. Nothing could be more further from the truth. This same argument was presented by TWC in 1981 (TWCs letter dated January 8, 1981 annexed hereto) and rejected by the staff (February 5, 1981 letter of Michael R. Kargula, Attorney Adviser, annexed hereto) stating,

"Initially, you have expressed the opinion that at least six of the eight proposals may be omitted from the Companys proxy material because, in your view, the Proponents are acting in concert and therefore they should be considered one Proponent subject to the two proposal limitation set forth in Rule 14a-8(a) (4). However, we note that each of the Proponents own of record shares of the Company; Further, we do not believe that management has met its burden of establishing that the Project is the alter ego of any of the individual Proponents, or that any of the Proponents possess control over the shares owned of records, or beneficially, by any other Proponent. Accordingly, we do not believe that Rule 14a-8(a) provides a basis for omitting the proposals."

None of the Proponents possess control over the shares owned of records, or beneficially, by any other Proponent. That is an unquestionable fact.

Also annexed hereto is a copy of the January 19, 1981 letter of Fred Catalano to the Commission which relates in part to the question at issue herein, and responded to TWCs letter of January 8, 1981, and is intended to apply herein.

I respectfully request your confirmation that the staff will recommend that the Commission take action by reason of exclusion of the proposals.

Very truly yours,

Fred Catalano, c/o TWA Shareholder Project

P. O. Box 1973

Grand Central Station

New York, N. Y. 10017

cc: TWC

INQUIRY LETTER 4

Transworld Corporation

605 Third Avenue

New York, New York 10016

TELEPHONE(212) 557-6162

January 08, 1981

Securities and Exchange Commission

500 North Capitol Street, N. W.

Washington, D. C. 20549

Attention: William E. Morley, Esq.

Special Counsel

Division of Corporate Finance

Re: Trans World Corporation

Shareholder Proposals

Dear Sirs:

Reference is made to the following copies of letters, enclosed herewith as Exhibits A, B, C and D, respectively, received by Trans World Corporation ("Trans World") requesting the inclusion of certain shareholder proposals in Trans Worlds 1981 Annual Meeting proxy material.

1. Letter dated December 1, 1980 from Richard P. Barthelemy ("Barthelemy"), purportedly in his individual capacity, enclosing two shareholder proposals ("Proposals 1 and 2");

2. Letter dated December 1, 1980 from Richard P. Barthelemy, purportedly in his capacity as Corporate Secretary of the TWA Shareholder Project, Inc. (the "Project"), enclosing two shareholder proposals ("Proposals 3 and 4");

3. Letter dated December 8, 1980 from Edison L. Denney ("Denney"), purportedly in his individual capacity, enclosing two shareholder proposals ("Proposals 5 and 6"); and

4. Letter dated December 18, 1980 from Fred Catalano ("Catalano"), purportedly in his individual capacity, enclosing two shareholder proposals ("Proposals 7 and 8").

The purpose of this letter is to inform the Securities and Exchange Commission (the "Commission"), the Project, Barthelemy, Denney and Catalano of the reasons why Trans Worlds management deems it proper to omit certain of these shareholder proposals from its 1981 Annual Meeting Proxy Statement.

Management believes that at least six of the eight shareholder proposals and supporting statements enclosed with the above mentioned letters may properly be omitted from managements proxy materials because the submission of eight shareholder proposals violates the two proposal maximum established by Rule 14a-8(a)(4). While Rule 14a-8(a)(4) states that "the proponent may submit a maximum of two proposals. . . for inclusion in the issuers proxy materials," we believe that this rule must be construed to limit any group of proponents acting in concert pursuant to common interests to a maximum of two proposals. The Commission anticipated, in the release adopting the numerical limit on shareholder proposals, that certain shareholders intent on exceeding "the bounds of reasonableness" might attempt to circumvent the limitation, by the submission of proposals in their individual capacities rather than in the name of the person or group which controls their securities (Release No. 34-12999, November 22, 1976):

"The Commission is aware of the possibility that some proponents may attempt to evade the new limitations through various maneuvers, such as having other persons whose securities they control submit two proposals each in their own names. The Commission wishes to make it clear that such tactics may result in measures such as granting of requests by the affected managements for a no-action letter 2 concerning the omission from their proxy materials of the proposals at issue." (Footnote omitted.)

Equally pernicious and burdensome to management and to other shareholders would be the evasion of the two proposal maximum by individuals, historically aligned in the pursuit of a common scheme, who seek to further their collective goals by assuming the guise of independent proponents and thereby submitting numerous proposals. Sanctioning such a maneuver would undermine one purpose of Rule 14a-8(a)(4), that of precluding the submission of excessive numbers of proposals by various proponents, and would herald the return of practices deemed "inappropriate under Rule 14a-8 not only because they constitute an unreasonable exercise of the right to submit proposals at the expense of other shareholders but also because they tend to obscure other material matters in the proxy statements of issuers, thereby reducing the effectiveness of such documents." Release No. 34-12999 (November 22, 1976).

Although Catalano, Barthelemy, Denney and the Project each own of record shares of Trans World common stock and would thus normally each be considered a "proponent" for purposes of Rule 14a-8(a)(4), the long, unbroken history of their collaborative efforts and unified operations requires that they be regarded as a single proponent for purposes of the Rule 14a-8(a)(4) limit on the permissible maximum number of shareholder proposals. The three named individuals and the Project have in fact functioned as a single entity in opposing first the management of Trans World Airlines, Inc. ("TWA") and then, upon the reorganization of that company into a holding company structure, the management of Trans World. The named individuals were among the unsuccessful nominees on the slate of directors proposed by the Project in 1978. In an attempt to earn the nomination of the Projects slate and to ensure the presentation of various proposals at TWAs 1978 Annual Meeting, Catalano, the Project he founded and the others associated with him engaged in an unorthodox and in fact unlawful crusade against management. Their actions resulted in a consent injunction (enclosed herewith as Exhibit E) entered on June 30, 1978 in the United States District Court for the Southern District of New York against Catalano, Barthelemy, Denney and five others associated with the Project at that time, permanently restraining them and any other persons acting in concert with them from, inter alia, disseminating proxy solicitation materials or materials soliciting funds for the Project which are violative of the proxy rules or materially false and misleading. ¹

Barthelemy, Denney and Catalano have since continued their single crusade. They have united to submit numerous shareholder proposals, both under the banner of the Project and by common endorsement. The three individuals have mounted challenges to Trans World shareholder votes and have acted together to inspect ballots cast at several recent stockholder meetings. Catalano and the Project have brought suit in Federal District Court on a number of occasions against Trans World challenging such votes. All such suits have been dismissed on motion.

As further evidence that this group is acting in concert, the one share of common stock held by the Project is beneficially owned by Catalano (See excerpt from the proxy materials of the Project relating to the 1980 Annual Meeting of Trans World which is enclosed herewith as Exhibit G.).

Pursuant to Rule 14a-8(a)(4), Trans World, by this letter, notifies the proponents that they have the opportunity to reduce to a total of two the proposals they have submitted for inclusion in the 1981 proxy materials within ten (10) business days. If Trans World is not informed of such reduction with such time period, Trans World would propose to omit all eight proposals from its proxy material.

In addition, management believes that the proposals are not proper subjects for action by securities holders under the laws of the state of Delaware, the state of which Trans World is incorporated. Enclosed herewith is Exhibit H which is a copy of the opinion dated January 6, 1981 of Richards, Layton & Finger, of Delaware, in support of this view.

In addition, we believe certain of the proposals and the supporting statements are misleading pursuant to Rule 14a-9. However, since these proposals may not be the ones finally submitted, we reserve our comments at this time.

We respectfully request your confirmation that the staff will not recommend that the Commission take action by reason of our exclusion of the proposals unless they are reduced to two in number and that some or all of the proposals may be excluded whether or not they are selected among the two proposals of the proponents.

If you have any questions in connection with this matter, please telephone collect the undersigned at (212) 557-6162.

Very truly yours,

John J. OKeeffe, Jr.

Corporate Secretary

Trans World Corporation

Enclosures

Enclosures

cc: Richard P. Barthelemy

6004 Monticello Road, #54

Napa, California 94558

TWA Shareholder Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

Edison L. Denney

Denney Enterprises, Inc.

719 Eureka Canyon Road

Real Estate Division

Watsonville, California 95076

Fred A. Catalano

c/o TWA Shareholders Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

SEC - BY HAND

Copyees - REGISTERED MAIL

STAFF REPLY LETTER

February 23, 1983

John J. OKeefe, Jr., Esq.

Secretary and Assistant General Counsel

Trans World Corporation

605 Third Avenue

New York, New York 10016

Dear Mr. OKeefe:

This is in regard to your letter dated January 7, 1983, which was received by the Commission on January 10, 1983, concerning requests made to Trans World Corporation ("Company") by Richard P. Barthelemy, Walter Bowman, the TWA Shareholder Project, Inc. ("Project"), Edison L. Denney, Fred A. Catalano, Jr., Barbara Catalano and Fred A. Catalano, III to include two shareholder proposals each in the Companys proxy soliciting material for its 1983 annual meeting of security holders. Pursuant to Rule 14a-8(d) under the Securities Exchange Act of 1934, your letter indicated the Companys intention to exclude all but the Barthelemy proposals from the Companys proxy material. Subsequently, we received letters from each of these Proponents (except Barthelemy), suggesting that managements determination to omit the proposals was erroneous.

The proposals are set forth as Exhibits B, C, D, E, F, G and H to your letter of January 7, 1983. In that letter, the view has been expressed that the proposals are excludable from the Companys proxy material under paragraph (a)(4) of Rule 14a-8, and certain reasons are cited in support of that opinion. The Proponents, however, for the reasons stated in their letters on the matter, do not agree with your position.

It is your opinion that these proposals may be considered as submitted by one proponent, "Mr. Catalano and his Project." You state that Mr. Catalano and the Project have had a long history of opposing Company management and you provide details of this history in your letter. By means of your January 7, 1983 letter, you notified these proponents of your position and requested that two proposals be selected for inclusion in the Companys proxy material pursuant to Rule 14a-8(a)(4), which limits a proponent to a maximum of two proposals that may be submitted to an issuer.

We are unable to concur in your view that all proponents other than Barthelemy should be considered one proponent subject to the two proposal limitation of Rule 14a-8(a)(4). In this regard, we note that Messrs. Denney and Bowman each are owners of record of Company shares and that each states he has sole control of this share ownership. Moreover, we do not believe that management has met its burden of establishing that the Project is the alter ego of any other proponent. Accordingly, we do not believe that Rule 14a-8(a) provides a basis for omitting the Bowman, Denney or Project proposals.

There appears, however, that there is some basis for your view that the proposals submitted by Fred A. Catalano, Barbara Catalano and Fred A. Catalano, III (the "Catalano Proposals") may be considered as being submitted by one proponent, Fred A. Catalano. In this regard, we note that Barbara Catalano is the wife of Mr. Catalano and that Fred A. Catalano, III is his son. We also note that your letter of January 7 provided Mr. Catalano the opportunity to reduce the number of proposals submitted to the limitations contained in Rule 14a-8(a)(4). As of this date, Mr. Catalano has not reduced the number of proposals. Under the circumstances, this Division will not recommend any enforcement action to the Commission if management omits the Catalano Proposals from the Companys proxy material.

In connection with the foregoing, your attention is directed to the enclosure, which sets forth a brief discussion of the Divisions informal procedures regarding shareholder proposals.

Sincerely,

John J. Gorman

Attorney Adviser

Enclosure

cc: Mr. Walter Bowman, Assistant Corporate Secretary

TWA Shareholder Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

Mr. Edison L. Denney

c/o TWA Shareholder Project, Inc.

P. O. Box 1973

Grand Central Station

New York, New York 10017

Mr. Fred A. Catalano

c/o TWA Shareholder Project

P. O. Box 1973

Grand Central Station

New York, New York 10017

Mrs. Barbara A. Catalano

c/o TWA Shareholder Project

P. O. Box 1973

Grand Central Station

New York, New York 10017

Mr. Fred A. Catalano, III

c/o TWA Shareholder Project

P. O. Box 1973

Grand Central Station

New York, New York 10017

SEC_CODE_REF_0090001192884