Filing Details

     This Amendment No. 12 to Schedule 13D is being filed on behalf of Value Partners, Ltd., a Texas limited partnership ("VP"), Ewing & Partners, a Texas general partnership ("E&P"), Ewing Asset Management, LLC, a Texas limited liability company ("EAM") and Timothy G. Ewing (all such persons collectively referred to herein as the "Reporting Persons"), as an amendment to the Statement on Schedule 13D relating to the shares of common stock, par value $0.001 per share (the "Common Stock") of Trans World Corporation, a Nevada corporation ("TWC" or the "Company"), as originally filed with the Securities and Exchange Commission ("SEC") on July 11, 1996, and as amended from time to time since such date to the date hereof (the "Schedule").  All defined terms refer to terms defined herein or in the Schedule as previously amended.

     Item 4, 6 and 7 of the Schedule are hereby amended as follows:

Item 4 of the Schedule is hereby amended to add the following.  Capitalized terms used but not otherwise defined in this Item shall have the meaning ascribed to such terms in the Support Agreements.

As reported by the Company in a Form 8-K filed with the Securities and Exchange Commission on March 8, 2018 (the “8-K”), on March 2, 2018, the Company and FEC Overseas Investment (UK) Limited, a limited liability company formed under the laws of the United Kingdom ("Parent"), entered into Support Agreements (the “Support Agreements”) with the following shareholders of the Company: (i) Value Partners; (ii) LIM III – Trust A-4, MBM-Trust A-4, Milfam II L.P., LIMFAM LLC, Milfam LLC and Lloyd I. Miller, IRA; and (iii) Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. (collectively, the “Principal Shareholders”). 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.

As further reported by the Company in the 8-K, on March 2, 2018, following execution of the Merger Agreement, Value Partners and the other Principal Shareholders, who collectively owned on such date approximately 88% of the outstanding shares of Common Stock, delivered written consents adopting the Merger Agreement and approved the transactions contemplated thereby, including the Merger (the “Merger Consent”).  The foregoing description of the Support Agreements, the Merger and the Merger Agreement is qualified in its entirety by reference to the Support Agreements and the Merger Agreement, forms of which were filed as Exhibits 10.1 and 2.1 to the 8-K and which are incorporated herein by reference.

Subject to the terms of the Support Agreement, the Reporting Persons reserve the right to change plans and take any and all actions that the Reporting Persons may deem appropriate to maximize the value of the Reporting Persons’ investments, including, among other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by the Reporting Persons, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Persons in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. The Reporting Persons may take any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.

Item 6 of the Schedule is hereby amended to add the following:

See Item 4 to this Schedule, which is incorporated herein by reference.

Item 7 of the Schedule is hereby amended to add the following:

Exhibit 99.1     Form of Support Agreement dated as of March 2, 2018 (filed as Exhibit 10.1 to Form 8-K by the Company 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 Form 8-K by the Company with the Securities and Exchange Commission on March 8, 2018 and incorporated herein by reference).