UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
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.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| April 21, 2014 |
(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)
8.60% |
| 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)
12.82% |
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)
5.26% |
| 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)
21.41% |
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)
5.26% |
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)
26.67% |
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)
26.67% |
14
| TYPE OF REPORTING PERSON*
IN |
CUSIP No. 89336R207
| 13D | Page 9 of 12 |
This Amendment No. 3 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, and Amendment No. 2 filed on April 18, 2013 (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”). For purposes of this Schedule 13D, “Wynnefield Reporting Persons” shall include the Wynnefield Funds (as defined herein), Wynnefield Capital, Inc., Wynnefield Capital Management, LLC, Nelson Obus and Joshua Landes.
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.
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 Schedule 13D is hereby amended and restated in its entirety.
On April 21, 2014, the Issuer entered into an agreement (the “Agreement”) with Value Partners, Ltd., a Texas limited partnership (“Value Partners”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore,” and together with Wynnefield Partners and Wynnefield Partners I, the “Wynnefield Funds”), Lloyd I. Miller Trust A-4, a testamentary trust under Delaware law (“Trust A-4”), Milfam II, L.P. a Georgia limited partnership (“Milfam II”), LIMFAM LLC, a Delaware limited liability company, and Lloyd I. Miller, IRA, an individual retirement account for the benefit of Lloyd I. Miller III (Trust A-4, Milfam II, LIMFAM LLC, and Lloyd I. Miller, IRA together, the “Miller Funds”).
Pursuant to the Agreement, the Issuer has agreed to nominate five current directors for election as directors at the Issuer’s annual meeting of stockholders to be held in June 2014 (the “Annual Meeting”) and the Wynnefield Funds and the Miller Funds will each submit one additional person for consideration by the nominating committee of the Issuer’s Board of Directors (the “Board”) for election as directors at the Annual Meeting.
Under the Agreement, the nominating committee of the Board intends to nominate current directors Rami S. Ramadan, Malcolm M.B. Sterrett, Timothy G. Ewing, Patrick J. Bennett, Sr. and Michael B. Brodsky for a one-year term as directors at the Annual Meeting. Current directors Geoffrey B. Baker and Julio E. Heurtematte have determined to retire from the Board as of the date of the Annual Meeting and not stand for re-election as directors at the Annual Meeting. The Wynnefield Funds have submitted the nomination of one additional person for consideration by the nominating committee for election as a director at the Annual Meeting, which nominee is to be reasonably acceptable to Value Partners and the Miller Funds. The Miller Funds have also submitted the nomination of one additional person for consideration by the nominating committee for election as a director at the Annual Meeting, which nominee is to be reasonably acceptable to Value Partners and the Wynnefield Funds. If such nominees are approved by the nominating committee, and accepted by the Wynnefield Funds, Value Partners and the Miller Funds, the nominating committee will recommend inclusion of such nominees as part of the Board’s slate of nominees for election of directors at the Annual Meeting.
At the Annual Meeting, each of Value Partners, the Wynnefield Funds and the Miller Funds has agreed to appear at the Annual Meeting, in person or by proxy, and vote all of the shares of Common Stock beneficially owned by such party in favor of the Issuer’s nominees for election as directors. The Agreement shall terminate and be of no further force or effect immediately following the Annual Meeting or any final adjournment thereof, except that certain provisions shall survive termination of the Agreement.
CUSIP No. 89336R207
| 13D | Page 10 of 12 |
Each of the Wynnefield Reporting Persons hereby disclaims the beneficial ownership in the shares of Common Stock held by the Miller Funds and Value Partners. The filing of this Schedule 13D shall not be construed as an admission by any of the Wynnefield Reporting Persons that a “group” exists, or that any of the Wynnefield Reporting Persons is a beneficial owner of any securities other than those directly held by them.
This description of the Agreement is qualified in its entirety by reference to the full text, a copy of which is annexed hereto as Exhibit 10.1.
Other than as set forth in this Item 4, 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 this Item 4 of Schedule 13D. 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 concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, 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 shares of Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in this Item 4 of Schedule 13D. The Wynnefield Reporting Persons reserve the right to take whatever future action they deem appropriate regarding the Issuer and its securities under the circumstances as they then exist.
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 April 21, 2014, the Wynnefield Reporting Persons beneficially owned in the aggregate 2,349,577 shares of Common Stock, constituting approximately 26.67% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 8,810,035 shares of Common Stock outstanding as of March 3, 2014, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 4, 2014). 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 | 8.60% | ||
| Wynnefield Partners I | 1,129,146 | 12.82% | ||
| Wynnefield Offshore | 462,968 | 5.26% |
Wynnefield Capital Management, LLC (“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 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 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 Common Stock that WCM may be deemed to beneficially own.
Wynnefield Capital, Inc. (“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 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 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 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 26.67% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 8,810,035 shares of Common Stock outstanding as of March 3, 2014, as set forth in the Issuer’s most recent report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 4, 2014).
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), (d) and (e)
Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
See Item 4 above.
Item 7. Material to be Filed as Exhibits.
| Exhibit | Description | |
| 10.1 | Agreement, dated April 21, 2014, among Trans World Corporation, Value Partners, Ltd., Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Lloyd I. Miller Trust A-4, Milfam II, L.P., LIMFAM LLC and Lloyd I. Miller, IRA. |
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: April 23, 2014 | 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 | ||
