UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
89336 Q 10 0
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(CUSIP Number)
Robert J. Higgins
38 Corporate Circle
Albany, New York 12203
(518) 452-1242
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
May 5, 2008
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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 ss.ss.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 Rule 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 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).
SCHEDULE 13D/A
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CUSIP No. 89336 Q 10 0 Page 1 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert J. Higgins
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF; OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
16,176,020
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 50,550*
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 16,176,020
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10 SHARED DISPOSITIVE POWER
50,550*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,226,570*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.4%*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* Excludes 3,716,325 shares of Company Common Stock (as hereinafter
defined) that may be deemed to be beneficially owned, directly and
indirectly, by Bryant R. Riley, as managing member of Riley Investment
Management LLC. See Item 5 of this Amendment No. 3 to Schedule 13D.
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is being
filed on behalf of Robert J. Higgins and amends the Schedule 13D filed by Mr.
Higgins on December 10, 2007, as amended by Amendment No. 1 to Schedule 13D
filed by Mr. Higgins on February 5, 2008, and as further amended by Amendment
No. 2 to Schedule 13D filed by Mr. Higgins on April 4, 2008 (as amended, the
"Initial Schedule 13D"). This Amendment No. 3 relates to the common stock, par
value $0.01 per share (the "Company Common Stock"), of Trans World Entertainment
Corporation, a New York corporation (the "Company").
Certain information contained in this Amendment No. 3 relates to the
ownership of Company Common Stock by persons other than Mr. Higgins. Mr. Higgins
expressly disclaims any liability for any such information and for any other
information provided in this Amendment No. 3 that does not expressly pertain to
Mr. Higgins.
Unless otherwise indicated, all capitalized, undefined terms used in this
Amendment No. 3 shall have the respective meanings ascribed to them in the
Initial Schedule 13D, and unless otherwise amended hereby, all information set
forth in the Initial Schedule 13D remains in effect.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following:
On May 5, 2008, Mr. Higgins, through his representative, informed the
Special Committee's financial advisor that he had determined to no longer pursue
the Proposed Acquisition. Mr. Higgins indicated to the Special Committee that
continuing poor credit market conditions have substantially increased the cost
and burdens of the debt financing that would be required to consummate the
Proposed Acquisition.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) are hereby amended by deleting such sections in their
entirety and inserting the following in lieu thereof:
(a), (b) As of the date hereof, the aggregate number and percentage of
shares of Company Common Stock beneficially owned by Mr. Higgins (assuming full
exercise of his options to purchase shares of Company Common Stock), including
the number of shares of Company Common Stock as to which Mr. Higgins has sole
power to vote or direct the vote, shared power to vote or direct the vote, sole
power to dispose or direct the disposition or shared power to dispose or direct
the disposition, is set forth in the table below.
According to the Company's Annual Report on Form 10-K for the year ended
February 2, 2008, filed with the Commission on April 17, 2008 (the "Form 10-K"),
there were 31,186,247 shares of Company Common Stock outstanding as of March 28,
2008.
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Number of
Number of Number of Number of Shares with Aggregate of Adjusted Percent of
Shares with Shares with Shares with Shared Shares Number of Shares
Sole Power Shared Power Sole Power Power to Beneficially Shares Beneficially
Reporting Person to Vote to Vote to Dispose Dispose Owned Outstanding Owned
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Robert J. Higgins 16,176,020 (1) 50,550 (2) 16,176,020 (1) 50,550 (2) 16,226,570 (3) 34,961,247(4) 46.4% (5)
(1) (1)
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(1) Consists of (i) 12,263,520 shares of Company Common Stock
directly owned by Mr. Higgins, (ii) 3,775,000 shares of Company
Common Stock issuable upon the exercise of options held by Mr.
Higgins that are vested and outstanding and (iii) 137,500 shares
of Company Common Stock owned by the Higgins Family Foundation,
of which Mr. Higgins is the sole trustee.
(2) Consists of 50,550 shares of Company Common Stock owned by Mr.
Higgins's spouse, and excludes 3,716,325 shares (the "Disclaimed
Shares") of Company Common Stock that may be deemed to be
beneficially owned, directly and indirectly, by Bryant R. Riley,
as managing member of Riley Investment, and/or Riley Investment,
as set forth on the Schedule 13D/A filed by Mr. Riley and certain
of his affiliates with the Commission on April 4, 2008. The
Disclaimed Shares might be deemed to be beneficially owned by Mr.
Higgins by virtue of his and Riley Investment's execution and
delivery of the Letter of Intent. Mr. Higgins disclaims
beneficial ownership of the Disclaimed Shares.
(3) Consists of (i) 12,263,520 shares of Company Common Stock
directly owned by Mr. Higgins, (ii) 3,775,000 shares of Company
Common Stock issuable upon the exercise of options held by Mr.
Higgins that are vested and outstanding, (iii) 137,500 shares of
Company Common Stock owned by the Higgins Family Foundation, of
which Mr. Higgins is the sole trustee, and (iv) 50,550 shares of
Company Common Stock owned by Mr. Higgins's spouse, and excludes
the Disclaimed Shares. The Disclaimed Shares might be deemed to
be beneficially owned by Mr. Higgins by virtue of his and Riley
Investment's execution and delivery of the Letter of Intent. Mr.
Higgins disclaims beneficial ownership of the Disclaimed Shares.
(4) Consists of (i) shares of Company Common Stock issued and
outstanding as of March 28, 2008, as set forth in the Form 10-K
and (ii) 3,775,000 shares of Company Common Stock issuable upon
the exercise of options held by Mr. Higgins that are vested and
outstanding.
(5) Based on (i) all shares of Company Common Stock issued and
outstanding as of March 28, 2008, as set forth in the Form 10-K
and (ii) 3,775,000 shares of Company Common Stock subject to
options held by Mr. Higgins that are vested and outstanding.
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Each of Mr. Higgins and Riley Investment might be deemed to beneficially
own the shares of Company Common Stock beneficially owned by the other by virtue
of their execution and delivery of the Letter of Intent. If Mr. Higgins and
Riley Investment were a group, Mr. Higgins would be deemed to beneficially own
the Disclaimed Shares, which would increase his beneficial ownership of Company
Common Stock to 19,942,895 shares, or 57.0% of the outstanding shares of Company
Common Stock (assuming the full exercise of options to purchase 3,775,000 shares
of Company Common Stock that are held by Mr. Higgins). Mr. Higgins disclaims
beneficial ownership of the Disclaimed Shares.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 5, 2008 /s/ Robert J. Higgins
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Name: Robert J. Higgins
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Exhibit Index
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Exhibit
Number Description
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1 Consent and Agreement, dated November 20, 2007, by and among
Robert J. Higgins, Riley Investment Management LLC and the Company
(incorporated by reference to Exhibit 99.1 to the Current Report
on Form 8-K of Trans World Entertainment Corp., filed with the
Securities and Exchange Commission on November 27, 2007)
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2 Letter of Intent, dated November 28, 2007, between Robert J.
Higgins and Riley Investment Management LLC (previously filed)
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3 Letter Agreement, dated February 1, 2008, between Robert J.
Higgins and Riley Investment Management LLC (previously filed)
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4 Letter Agreement, dated April 2, 2008, between Robert J. Higgins
and Riley Investment Management LLC (previously filed)
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