UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
April 23, 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: 6,466,381*
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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): 18.0%*
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14) Type of Reporting Person (See Instructions): IA
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* As of April 23, 2004, 1,389,750 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"); 628,080 shares of the Common Stock were
owned by Cerberus Institutional Partners, L.P., a limited partnership organized
under the laws of Delaware ("Institutional"); and 2,983,835 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,
1,464,716 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 Section 240.13d-3, Stephen Feinberg is
deemed to be the beneficial owner of 6,466,381 shares of the Common Stock, or
18.0% of the shares of Common Stock deemed to be outstanding as of April 23,
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 Annual Report on
Form 10-K for the fiscal year ended January 31, 2004, as of March 19, 2004 there
were outstanding 35,903,947 shares of the Common Stock. As of April 23, 2004,
1,389,750 shares of the Common Stock were owned by Cerberus; 628,080 shares of
the Common Stock were owned by Institutional; 2,983,835 shares of the Common
Stock were owned by International; and 1,464,716 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 Section 240.13d-3, Stephen Feinberg is deemed to be the
beneficial owner of 6,466,381 shares of the Common Stock, or 18.0% of the shares
of Common Stock deemed to be outstanding as of April 23, 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. 8 as of March 5, 2004 (each of
which were effected in an ordinary brokerage transaction):
I. Cerberus
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
March 4, 2004 11,000 $10.50
March 5, 2004 1,300 10.46
March 12, 2004 3,900 10.50
March 29, 2004 28,700 10.50
April 5, 2004 3,000 10.50
April 23, 2004 46,000 11.03
II. Institutional
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
March 4, 2004 4,900 $10.50
March 5, 2004 600 10.46
March 12, 2004 1,800 10.50
March 29, 2004 13,000 10.50
April 5, 2004 1,350 10.50
April 23, 2004 20,800 11.29
III. International
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
March 4, 2004 23,200 $10.50
March 5, 2004 2,800 10.46
March 8, 2004 1,500 10.50
March 12, 2004 8,400 10.50
March 15, 2004 1,300 10.50
March 26, 2004 2,100 10.45
March 29, 2004 61,700 10.50
April 5, 2004 6,400 10.50
April 20, 2004 4,500 10.48
April 23, 2004 15,300 11.03
April 23, 2004 83,200 11.29
IV. The Funds
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
March 4, 2004 11,400 $10.50
March 5, 2004 1,300 10.46
March 12, 2004 4,100 10.50
March 29, 2004 30,300 10.50
April 5, 2004 3,150 10.50
April 23, 2004 48,500 11.03
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.
April 27, 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).