SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 1999
TRANS WORLD ENTERTAINMENT CORPORATION
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(Exact name of registrant as specified in its charter)
New York 0-14818 14-1541629
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) dentification No.)
38 Corporate Circle, Albany, New York 12203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 452-1242
None
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On April 22, 1999, the registrant, Trans World Entertainment Corporation, a
New York corporation, acquired Camelot Music Holdings, Inc., a Delaware
corporation, pursuant to the merger of CAQ Corporation, a Delaware corporation
and wholly owned subsidiary of Trans World, with and into Camelot. The merger
was effected pursuant to an Agreement and Plan of Merger, dated as of October
26, 1998, by and among Trans World, CAQ and Camelot. Upon completion of the
merger, Camelot became a wholly owned subsidiary of Trans World.
In the merger, each share of common stock, par value $.01 per share, of
Camelot was converted into the right to receive 1.90 shares of common stock, par
value $.01 per share, of Trans World. In addition, options and other rights to
acquire Camelot common stock outstanding immediately prior to the completion of
the merger, whether or not then exercisable, were converted into fully vested
and exercisable options and other rights to acquire Trans World common stock on
the terms set forth in the merger agreement. As a result, Trans World will issue
approximately 20.7 million shares of its common stock in the aggregate in
connection with the merger.
For additional information regarding the merger, we refer you to the joint
proxy statement/prospectus dated March 29, 1999 filed as a part of Trans World's
Registration Statement on Form S-4, No. 333-75231, filed on March 29, 1999, as
amended by Amendment No. 1 on Form S-4/A filed on March 30, 1999, which is
incorporated by reference in this report. We also refer you to Trans World's
press release announcing the completion of the merger. A copy of the press
release is attached as Exhibit 99.1 to this report and is incorporated by
reference in this report.
Item 5. Other Events.
At a special meeting held on April 22, 1999, the stockholders of Trans
World approved a proposal to amend Trans World's certificate of incorporation to
increase the number of authorized shares of Trans World common stock from
50,000,000 to 200,000,000 and authorized the issuance of up to 20,685,608 shares
of Trans World common stock in connection with the merger. In addition, the
stockholders of Trans World approved a proposal to amend Trans World's
certificate of incorporation to adopt a classified board of directors and
elected two new directors to the board, effective upon completion of the merger.
For additional information, we refer you to the joint proxy
statement/prospectus dated March 29, 1999 filed as a part of Trans World's
Registration Statement on Form S-4, No. 333-75231, filed on March 29, 1999, as
amended by Amendment No. 1 on Form S-4/A filed on March 30, 1999, which is
incorporated by reference in this report. We also refer you to Trans World's
press release announcing the
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completion of the merger. A copy of the press release is attached as Exhibit
99.1 to this report and is incorporated by reference in this report.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The financial statements
required by this item are not included in this report. The financial statements
will be filed by amendment within 75 days after April 22, 1999.
(b) Pro forma financial information. The pro forma financial information
required by this item is not included in this report. The pro forma financial
information will be filed by amendment within 75 days after April 22, 1999.
(c) Exhibits. The following exhibits are filed as part of this report and
incorporated by reference in this report:
Exhibit
No. Description
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2 Agreement and Plan of Merger, dated as of October 26, 1998, by and
among Trans World Entertainment Corporation, CAQ Corporation and
Camelot Music Holdings, Inc. -- incorporated by reference to Exhibit
2.1 to Trans World's Registration Statement on Form S-4, No.
333-75231, as filed on March 29, 1999, as amended by Amendment No. 1
on Form S-4/A as filed on March 30, 1999.
4.1 Restated Certificate of Incorporation -- incorporated by reference to
Exhibit 3.1 to Trans World's Annual Report on Form 10-K for the fiscal
year ended January 29, 1994. Commission File No. 0-14818.
4.2 Certificate of Amendment to the Certificate of Incorporation --
incorporated by reference to Exhibit 3.1 to Trans World's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 29, 1994.
Commission File No. 0-14818.
4.3 Certificate of Amendment to the Certificate of Incorporation --
incorporated by reference to Exhibit 3.4 to Trans World's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998.
Commission File No. 0-14818.
4.5 Certificate of Amendment to the Certificate of Incorporation.
99.1 Press Release dated April 22, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANS WORLD ENTERTAINMENT CORPORATION
Date: April 22, 1999 /s/ JOHN J. SULLIVAN
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John J. Sullivan
Senior Vice President-Finance, Chief
Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit
No. Description
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2 Agreement and Plan of Merger, dated as of October 26, 1998, by and
among Trans World Entertainment Corporation, CAQ Corporation and
Camelot Music Holdings, Inc. -- incorporated by reference to Exhibit
2.1 to Trans World's Registration Statement on Form S-4, Registration
No. 333-75231, as filed on March 29, 1999, as amended by Amendment No.
1 on Form S-4/A as filed on March 30, 1999.
4.1 Restated Certificate of Incorporation -- incorporated by reference to
Exhibit 3.1 to Trans World's Annual Report on Form 10-K for the fiscal
year ended January 29, 1994. Commission File No. 0-14818.
4.2 Certificate of Amendment to the Certificate of Incorporation --
incorporated by reference to Exhibit 3.1 to Trans World's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 29, 1994.
Commission File No. 0-14818.
4.3 Certificate of Amendment to the Certificate of Incorporation --
incorporated by reference to Exhibit 3.4 to Trans World's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998.
Commission File No. 0-14818.
4.5 Certificate of Amendment to the Certificate of Incorporation.
99.1 Press Release dated April 22, 1999.
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