UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
March 3, 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: 6,911,881*
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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): 19.1%*
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14) Type of Reporting Person (See Instructions): IA
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* As of March 3, 2004, 1,483,650 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"); 670,530 shares of the Common Stock were owned by
Cerberus Institutional Partners, L.P., a limited partnership organized under the
laws of Delaware ("Institutional"); and 3,194,235 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, 1,563,466
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 6,911,881 shares of the Common Stock, or 19.1% of the
shares of Common Stock deemed to be outstanding as of March 3, 2004. See Item 5
for further information.
Item 2. Identity and Background.
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The person filing this statement is Stephen Feinberg, whose business
address is 299 Park Avenue, 22nd Floor, New York, New York 10171. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., which is the
general partner of Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"), and (ii) through one or more intermediate entities, the investment
manager for each of Cerberus Institutional Partners, L.P., a Delaware limited
partnership ("Institutional"), Cerberus International, Ltd., a corporation
organized under the laws of the Bahamas ("International"), and certain other
private investment funds (collectively, the "Funds"). Cerberus, Institutional,
International, and the Funds are engaged in the investment in personal property
of all kinds, including but not limited to capital stock, depository receipts,
investment companies, mutual funds, subscriptions, warrants, bonds, notes,
debentures, options and other securities of whatever kind and nature. Mr.
Feinberg also provides investment management and other services for various
other third parties.
Mr. Feinberg has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Feinberg is a citizen of the United
States.
Item 5. Interest in Securities of the Issuer.
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Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended November 1, 2003, as of December 1,
2003 there were outstanding 36,192,014 shares of the Common Stock. As of March
3, 2004, 1,483,650 shares of the Common Stock were owned by Cerberus; 670,530
shares of the Common Stock were owned by Institutional; 3,194,235 shares of the
Common Stock were owned by International and 1,563,466 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 6,911,881 shares of the Common Stock, or 19.1% of the
shares of Common Stock deemed to be outstanding as of March 3, 2004.
The following table details the transactions during the sixty days
prior to March 3, 2004 in shares of Common Stock, or securities convertible
into, exercisable for or exchangeable for shares of 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
(each of which were effected in an ordinary brokerage transaction):
I. Cerberus
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
March 3, 2004 2,150 $10.793
II. Institutional
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
March 3, 2004 970 $10.793
III. International
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
March 3, 2004 4,615 $10.793
IV. The Funds
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(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
March 3, 2004 2,265 $10.793
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.
March 4, 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).