Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
TRANS WORLD ENTERTAINMENT CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
89336Q100
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
299 Park Avenue Lowenstein Sandler PC
22nd Floor 65 Livingston Avenue
New York, New York 10171 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 2004
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 89336Q100
- --------------------------------------------------------------------------------
1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power: *
------------------------------------
Shares Beneficially 8) Shared Voting Power: *
------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: *
------------------------------------
Person With 10) Shared Dispositive Power: *
------------------------------------
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,617,011*
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 4.5%*
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA
- --------------------------------------------------------------------------------
* As of June 28, 2004, 347,715 shares of Trans World Entertainment Corporation
(the "Company") common stock, par value $0.01 per share (the "Common Stock"),
were owned by Cerberus Partners, L.P., a limited partnership organized under the
laws of Delaware ("Cerberus"); 157,324 shares of the Common Stock were owned by
Cerberus Institutional Partners, L.P., a limited partnership organized under the
laws of Delaware ("Institutional"); and 745,313 shares of the Common Stock were
owned by Cerberus International, Ltd., a corporation organized under the laws of
the Bahamas ("International"). In addition, as of such date, 366,659 shares of
the Common Stock were owned in the aggregate by certain private investment funds
(collectively, the "Funds"). Stephen Feinberg possesses sole power to vote and
direct the disposition of all shares of the Common Stock owned by each of
Cerberus, Institutional, International and the Funds. Therefore, for the
purposes of Regulation 240.13d-3, Stephen Feinberg is deemed to be the
beneficial owner of 1,617,011 shares of the Common Stock, or 4.5% of the shares
of Common Stock deemed to be outstanding as of June 28, 2004. See Item 5 for
further information.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended May 1, 2004, as filed by the Company on
June 10, 2004, as of June 1, 2004 there were outstanding 35,597,295 shares of
the Common Stock. As of June 28, 2004, 347,715 shares of the Common Stock were
owned by Cerberus; 157,324 shares of the Common Stock were owned by
Institutional; 745,313 shares of the Common Stock were owned by International;
and 366,659 shares of the Common Stock were owned in the aggregate by the Funds.
Stephen Feinberg possesses sole power to vote and direct the disposition of all
shares of the Common Stock owned by each of Cerberus, Institutional,
International and the Funds. Therefore, for the purposes of Regulation
240.13d-3, Stephen Feinberg is deemed to be the beneficial owner of 1,617,011
shares of the Common Stock, or 4.5% of the shares of Common Stock deemed to be
outstanding as of June 28, 2004.
Stephen Feinberg ceased to be the beneficial owner of more than 5% of
the shares of Common Stock deemed to be outstanding as of June 28, 2004.
The following table details the transactions in Common Stock, or
securities convertible into, exercisable for or exchangeable for Common Stock,
by Mr. Feinberg or any other person or entity controlled by him or any person or
entity for which he possesses voting or investment control over the securities
thereof (including Cerberus, Institutional, International and the Funds) since
the date of the event which required the filing of the Schedule 13D Amendment
No. 18 filed on June 29, 2004 (each of which were effected in an ordinary
brokerage transaction):
I. Cerberus
-----------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
June 28, 2004 43,880 $10.36
June 28, 2004 12,470 $10.42
II. Institutional
-----------------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
June 28, 2004 19,850 $10.36
June 28, 2004 5,640 $10.42
III. International
------------------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
June 28, 2004 94,065 $10.36
June 28, 2004 26,740 $10.42
IV. The Funds
-------------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
June 28, 2004 46,260 $10.36
June 28, 2004 13,150 $10.42
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
June 29, 2004
/s/ Stephen Feinberg
------------------------------------------
Stephen Feinberg, in his capacity as the
managing member of Cerberus Associates,
L.L.C., the general partner of Cerberus
Partners, L.P., and as the investment
manager for each of Cerberus Institutional
Partners, L.P., Cerberus International,
Ltd. and certain private investment funds
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).