Filing Details
- Accession Number:
- 0001251109-18-000026
- Form Type:
- 13D Filing
- Publication Date:
- 2018-05-08 12:54:57
- Filed By:
- Value Partners Ltd /tx/
- Company:
- Trans World Corp (OTCMKTS:TWOC)
- Filing Date:
- 2018-05-08
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Value Partners, Ltd | 0 | 0 | 0 | 0 | 0 | 0% |
Ewing Partners | 0 | 0 | 0 | 0 | 0 | 0% |
Ewing Asset Management | 0 | 0 | 0 | 0 | 0 | 0% |
Timothy G. Ewing | 0 | 0 | 0 | 0 | 0 | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Value Partners, Ltd.
c/o Ewing & Partners
5646 Milton St., Suite 880
Dallas, TX 75206
(214) 522-2100
If the filing person has previously filed a statement on Schedule 13G to report the acquisiton 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(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. | 89336R207 |
1 | NAMES OF REPORTING PERSONS: | ||||
Value Partners, Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||
(a) [ X ] | |||||
(b) [ ] | |||||
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): | ||||
[ ] | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Texas | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER: | |||
0 | |||||
8 | SHARED VOTING POWER: | ||||
0 | |||||
9 | SOLE DISPOSITIVE POWER: | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER: | ||||
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
0 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
[ ] | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN | |||||
CUSIP No. | 89336R207 |
1 | NAMES OF REPORTING PERSONS: | ||||
Ewing & Partners | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||
(a) [ X ] | |||||
(b) [ ] | |||||
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): | ||||
[ ] | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Texas | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER: | |||
0 | |||||
8 | SHARED VOTING POWER: | ||||
0 | |||||
9 | SOLE DISPOSITIVE POWER: | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER: | ||||
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
0 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
[ ] | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN | |||||
CUSIP No. | 89336R207 |
1 | NAMES OF REPORTING PERSONS: | ||||
Ewing Asset Management, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||
(a) [ X ] | |||||
(b) [ ] | |||||
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): | ||||
[ ] | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Texas | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER: | |||
0 | |||||
8 | SHARED VOTING POWER: | ||||
0 | |||||
9 | SOLE DISPOSITIVE POWER: | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER: | ||||
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
0 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
[ ] | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO (Limited Liability Company) | |||||
CUSIP No. | 89336R207 |
1 | NAMES OF REPORTING PERSONS: | ||||
Timothy G. Ewing | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||
(a) [ X ] | |||||
(b) [ ] | |||||
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): | ||||
[ ] | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER: | |||
0 | |||||
8 | SHARED VOTING POWER: | ||||
0 | |||||
9 | SOLE DISPOSITIVE POWER: | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER: | ||||
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
0 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
[ ] | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN | |||||
This Amendment No. 13to 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 5 of the Schedule is hereby amended as follows: | ||
Item 5 | Interest in Securities of the Issuer | |
(a) As of the date of this filing the Reporting Persons beneficially own no shares of Common Stock of the Issuer. (b) The Reporting Persons have no power to vote and dispose of any shares of Common Stock of the Issuer. (c) Since March 19, 2018, the date of filing of the Reporting Persons' last Amendment to this Schedule 13D, the Reporting Persons effected the following transactions in the Common Stock: On April 30, 2018, in a private transaction effected in accordance with the terms of the Agreement and Plan of Merger Agreement dated as of March 2, 2018, by and among FEC Overseas Investment (UK) Limited, FEC Investment (US) Limited, the Issuer and, solely for the limited purposes described therein, Far East Consortium International Limited (the "Merger Agreement"), (i) VP disposed of all of its 3,326,679 shares of Issuer's Common Stock in exchange for $4.1886 per share, and (ii) 10,000 options to purchase the Issuer's Common Stock held by Timothy G. Ewing were cancelled in exchange for $1.2142 per share. (d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported in this Statement. (e) The Reporting Persons ceased to be the beneficial owner of more than 5% of the class of securities on April 30, 2018. | ||
Value Partners, Ltd. | ||||||
Date: May 8, 2018 | ||||||
By: | Ewing & Partners, as General Partner | |||||
By: | Timothy G. Ewing, Managing Partner | |||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue, Ste 1102 | ||||||
White Plains, NY 10601 | ||||||
Ewing & Partners | ||||||
Date: May 8, 2018 | ||||||
By: | Timothy G. Ewing, Managing Partner | |||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue, Ste 1102 | ||||||
White Plains, NY 10601 | ||||||
Ewing Asset Management, LLC | ||||||
Date: May 8, 2018 | ||||||
By: | Timothy G. Ewing, Member | |||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue, Ste 1102 | ||||||
White Plains, NY 10601 | ||||||
Timothy G. Ewing | ||||||
Date: May 8, 2018 | ||||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue, Ste 1102 | ||||||
White Plains, NY 10601 | ||||||
By: | /s/ Timothy G. Ewing | |
Timothy G. Ewing | ||