Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 4)

 

Under the Securities Exchange Act of 1934

 

Trans World Corporation

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

89336R207

(CUSIP Number)

 

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

666 Third Avenue, 23^rd Floor

New York, New York 10017

(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

March 2, 2018

(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]

 

 

CUSIP No. 89336R207

13D

Page 2 of 12

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]   (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   757,463  (See Item 5)
	8	SHARED VOTING POWER   0 (See Item 5)
	9	SOLE DISPOSITIVE POWER   757,463 (See Item 5)
	10	SHARED DISPOSITIVE POWER   0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   757,463 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.5%
14	TYPE OF REPORTING PERSON*   PN

 

 

CUSIP No. 89336R207

13D

Page 3 of 12

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Partners Small Cap Value L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]   (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,129,146 (See Item 5)
	8	SHARED VOTING POWER   0 (See Item 5)
	9	SOLE DISPOSITIVE POWER   1,129,146 (See Item 5)
	10	SHARED DISPOSITIVE POWER   0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,129,146 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.7%
14	TYPE OF REPORTING PERSON*   PN

 

 

CUSIP No. 89336R207

13D

Page 4 of 12

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]   (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   462,968 (See Item 5)
	8	SHARED VOTING POWER   0 (See Item 5)
	9	SOLE DISPOSITIVE POWER   462,968 (See Item 5)
	10	SHARED DISPOSITIVE POWER   0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   462,968 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.2%
14	TYPE OF REPORTING PERSON*   CO

 

 

CUSIP No. 89336R207

13D

Page 5 of 12

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]   (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,886,609 (See Item 5)
	8	SHARED VOTING POWER   0 (See Item 5)
	9	SOLE DISPOSITIVE POWER   1,886,609 (See Item 5)
	10	SHARED DISPOSITIVE POWER   0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,886,609 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   21.2%
14	TYPE OF REPORTING PERSON*   OO

 

 

CUSIP No. 89336R207

13D

Page 6 of 12

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]   (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   462,968 (See Item 5)
	8	SHARED VOTING POWER   0 (See Item 5)
	9	SOLE DISPOSITIVE POWER   462,968 (See Item 5)
	10	SHARED DISPOSITIVE POWER   0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   462,968 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.2%
14	TYPE OF REPORTING PERSON*   CO

 

 

CUSIP No. 89336R207

13D

Page 7 of 12

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]   (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0 (See Item 5)
	8	SHARED VOTING POWER   2,349,577 (See Item 5)
	9	SOLE DISPOSITIVE POWER   0 (See Item 5)
	10	SHARED DISPOSITIVE POWER   2,349,577 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,349,577 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.5%
14	TYPE OF REPORTING PERSON*   IN

 

 

CUSIP No. 89336R207

13D

Page 8 of 12

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]   (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0 (See Item 5)
	8	SHARED VOTING POWER   2,349,577 (See Item 5)
	9	SOLE DISPOSITIVE POWER   0 (See Item 5)
	10	SHARED DISPOSITIVE POWER   2,349,577 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,349,577 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.5%
14	TYPE OF REPORTING PERSON*   IN

 

 

CUSIP No. 89336R207

13D

Page 9 of 12

 

This Amendment No. 4 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on November 14, 2012, as further amended by Amendment No. 1 filed on February 15, 2013, Amendment No. 2 filed on April 18, 2013, and Amendment No. 3 filed on April 23, 2014 (collectively, the “Schedule 13D”), by the Wynnefield Reporting Persons with respect to shares of common stock, $0.001 par value per share (the “Common Stock”) of Trans World Corporation (the “Issuer”).

 

Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $6,391,212 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended to add the following:

 

On March 2, 2018, the Issuer entered into an Agreement and Plan of Merger (the ‘‘Merger Agreement’’) with FEC Overseas Investment (UK) Limited, a limited company formed under the laws of the United Kingdom (the “Parent”), and FEC Investment (US) Limited, a Nevada corporation and wholly-owned subsidiary of Parent.

 

Also on March 2, 2018, following the execution of the Merger Agreement, the Issuer and the Parent entered into Support Agreements (the “Support Agreements”) with the following shareholders of the Issuer: (i) LIM III – Trust A-4, MBM-Trust A-4, Milfam II L.P., LIMFAM LLC, Milfam LLC and Lloyd I. Miller, IRA; (ii) Value Partners, Ltd.; and (iii) Wynnefield Partners, Wynnefield Partners I, and Wynnefield Offshore (collectively, the “Principal Shareholders”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Support Agreements. The Support Agreements, among other things, (a) require the Principal Shareholders to execute the Merger Consent (as defined below), (b) require that in the event of a shareholder meeting such Principal Shareholders will vote in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement and against any adverse proposal, (c) appoint Parent or its designee as such Principal Shareholders’ proxy and attorney-in-fact to vote such Principal Shareholders’ shares in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement and against any adverse proposal, and (d) restrict the transfer of such Principal Shareholders’ shares of Common Stock.

 

Also on March 2, 2018, following the execution of the Merger Agreement, the Principal Shareholders including each of Wynnefield Partners, Wynnefield Partners I, and Wynnefield Offshore, delivered a written consent adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger (the “Merger Consent”).

 

 

CUSIP No. 89336R207

13D

Page 10 of 12

 

The foregoing descriptions of the Support Agreements and the Merger Consent are qualified in their entirety by reference to the Support Agreements and the Merger Consent, forms of which were filed as Exhibit A to Exhibit 2.1 and Exhibit 10.1, respectively, to the Current Report on Form 8-K (the “8-K”) filed by the Issuer with the Securities and Exchange Commission on March 8, 2018 and which are incorporated herein by reference.

 

Except in connection with the matters described above in this Item 4 and herein and matters contemplated hereby, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Subject to the terms of the Support Agreement, the Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Subject to the terms of the Support Agreement and depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) and (b)

 

As of March 2, 2018, the Wynnefield Reporting Persons beneficially owned in the aggregate 2,349,577 shares of Common Stock, constituting approximately 26.5% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 8,879,011 shares of Common Stock outstanding as of November 13, 2017, as set forth in the Issuer’s Current Report on Form 10-Q for the quarter ended September 30, 2017, filed with the Commission on November 14, 2017). The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name		Number of Common Stock		Percentage of Outstanding Common Stock
Wynnefield Partners		757,463		8.5%
Wynnefield Partners I		1,129,146		12.7%
Wynnefield Offshore		462,968		5.2%

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I, and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the shares of Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own.

 

 

CUSIP No. 89336R207

13D

Page 11 of 12

 

Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that WCM may be deemed to beneficially own. Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Wynnefield Offshore, and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the shares of Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 2,349,577 shares of Common Stock, constituting approximately 26.5% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 8,879,011 shares of Common Stock outstanding as of November 13, 2017, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2017, filed with the Commission on November 14, 2017).

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

(c) Not applicable.

 

(d) No person, other than each member of the Wynnefield Reporting Persons referred to as the direct beneficial owner of the shares of Common Stock set forth in this response to Item 5, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended to include the following:

 

See Item 4 above.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended to include the following:

 

Exhibit		Description

Exhibit 99.1		Form of Support Agreement dated as of March 2, 2018 (Filed as Exhibit 10.1 to Issuer’s Form 8-K filed with the Securities and Exchange Commission on March 8, 2018 and incorporated herein by reference).
Exhibit 99.2		Form of Merger Consent dated as of March 2, 2018 (Filed as Exhibit A to Exhibit 2.1 to Issuer’s Form 8-K filed with the Securities and Exchange Commission on March 8, 2018 and incorporated herein by reference).

 

CUSIP No. 89336R207

13D

Page 12 of 12

 

SIGNATURES

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated: March 15, 2018	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
	By:	Wynnefield Capital Management, LLC,
		its General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
	By:	Wynnefield Capital Management, LLC,
		its General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
	By:	Wynnefield Capital, Inc.,
		its Investment Manager
	By:	/s/ Nelson Obus
		Nelson Obus, President
	WYNNEFIELD CAPITAL MANAGEMENT, LLC
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD CAPITAL, INC.
	By:	/s/ Nelson Obus
		Nelson Obus, President
		/s/ Nelson Obus
		Nelson Obus, individually
		/s/ Joshua Landes
		Joshua Landes, individually