UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
TRANS WORLD ENTERTAINMENT CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
89336Q100
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 24, 2004
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(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
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,024,455*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 16.8%*
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14) Type of Reporting Person (See Instructions): IA
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* As of May 24, 2004, 1,295,700 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"); 585,700 shares of the Common Stock were owned by
Cerberus Institutional Partners, L.P., a limited partnership organized under the
laws of Delaware ("Institutional"); and 2,777,109 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, 1,365,946
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 6,024,455 shares of the Common Stock, or 16.8% of the shares
of Common Stock deemed to be outstanding as of May 24, 2004. See Item 5 for
further information.
Item 5. Interest in Securities of the Issuer.
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Based upon information set forth in the Company's Proxy Statement on
Schedule 14A as filed by the Company on May 18, 2004, as of April 30, 2004 there
were outstanding 35,845,795 shares of the Common Stock. As of May 24, 2004,
1,295,700 shares of the Common Stock were owned by Cerberus; 585,700 shares of
the Common Stock were owned by Institutional; 2,777,109 shares of the Common
Stock were owned by International; and 1,365,946 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 6,024,455 shares of the Common Stock, or 16.8% of the shares
of Common Stock deemed to be outstanding as of May 24, 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 filing of the Schedule 13D Amendment No. 9 (each of which were effected in
an ordinary brokerage transaction):
I. Cerberus
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
April 26, 2004 12,000 $10.73
April 27, 2004 3,250 $10.61
April 30, 2004 25,350 $10.50
May 12, 2004 4,300 $10.02
May 13, 2004 6,500 $10.11
May 19, 2004 9,300 $10.12
May 20, 2004 2,150 $10.01
May 21, 2004 14,000 $10.19
May 24, 2004 17,200 $10.23
II. Institutional
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
April 26, 2004 5,500 $10.73
April 27, 2004 1,460 $10.61
April 30, 2004 11,550 $10.50
May 12, 2004 2,000 $10.02
May 13, 2004 2,900 $10.11
May 19, 2004 4,200 $10.12
May 20, 2004 970 $10.01
May 21, 2004 6,300 $10.19
May 24, 2004 7,500 $10.23
III. International
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
April 26, 2004 26,000 $10.73
April 27, 2004 6,900 $10.61
April 28, 2004 2,400 $10.49
April 30, 2004 54,365 $10.50
May 4, 2004 2,031 $10.50
May 12, 2004 9,400 $10.02
May 13, 2004 13,800 $10.11
May 19, 2004 19,900 $10.12
May 20, 2004 4,630 $10.01
May 21, 2004 30,000 $10.19
May 24, 2004 37,300 $10.23
IV. The Funds
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
April 26, 2004 12,800 $10.73
April 27, 2004 3,390 $10.61
April 30, 2004 26,630 $10.50
May 12, 2004 4,600 $10.02
May 13, 2004 6,800 $10.11
May 19, 2004 9,600 $10.12
May 20, 2004 2,250 $10.01
May 21, 2004 14,700 $10.19
May 24, 2004 18,000 $10.23
Signature
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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.
May 25, 2004
/s/ Stephen Feinberg
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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).