UNITED STATES
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
May 13, 2003
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(Date of earliest event reported)
Trans World Corporation
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(Exact name of registrant as specified in its charter)
Nevada 0-25244 13-3738518
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State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
545 Fifth Avenue, Suite 940, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
(212) 983-3355
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(Registrant's telephone number, including area code)
Not Applicable
______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 3
Exhibit Index appears on Page 2
ITEM 5. Other Events and Required FD Disclosure.
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On May 13, 2003, Trans World Corporation (the "Registrant" or "TWC")
held a special meeting of its stockholders. At that meeting, the
stockholders of the Registrant voted to approve the proposal to amend TWC's
articles of incorporation to increase the number of authorized shares of
capital stock of the Registrant from 104 million to 954 million, of which 4
million will be designated as preferred stock and 950 million will be
designated as common stock.
The Registrant filed, on May 13, 2003, an amendment to its Articles of
Incorporation with the Secretary of State of the State of Nevada, which
accepted the amendment for filing on such date. A copy of the amendment is
attached hereto as Exhibit 3.0.
On May 14, 2003, the Securities and Exchange Commission declared
effective the Registrant's Form S-4 registration statement which registered
up to 452,797,000 shares of common stock, up to $20 million in $1,000
principal amount Variable Rate Promissory Notes due 2010 (the "Replacement
Notes") and $2.5 million of 8% Promissory Notes due 2006 (the "Interest
Notes"). Those securities will be used in the Registrant's note exchange
offer, discussed below.
On May 14, 2003, the Registrant commenced its note exchange offer
pursuant to which TWC is offering to the holders of its 12% Senior Secured
Notes due March 17, 2005 (the "Notes") to exchange the Notes for 22,640 (or
more under certain circumstances) shares of its common stock or $1,000
principal amount Replacement Notes, and, to certain tendering Noteholders
who have not received certain past interest payments on the Notes, the
Interest Notes. A copy of the Registrant's press release announcing the
commencement of the note exchange offer is attached as Exhibit 99.1. The
note exchange offer is scheduled to expire at 5:00 p.m. EDT on Wednesday,
June 11, 2003, unless extended by the Registrant as provided in the
prospectus.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit Number Description
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3.0 Amendment to Articles of Incorporation dated May 13, 2003.
99.1 Press release dated May 14, 2003.
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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 CORPORATION
Date: May 15, 2003 /s/ Rami S. Ramadan
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Rami S. Ramadan
Chief Executive Officer and
Chief Financial Officer
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