-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NGmvRmLffT1IAZTUCV4BSSE+nrs5/KOKa2/Me1dRF8KC1rToZdmMNzB+otMjkMlm dw8//0oGzTfYsvZX/Jg83w== 0000945621-02-000212.txt : 20020820 0000945621-02-000212.hdr.sgml : 20020820 20020820152717 ACCESSION NUMBER: 0000945621-02-000212 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020820 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD CORP CENTRAL INDEX KEY: 0000914577 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 133738518 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46403 FILM NUMBER: 02743833 BUSINESS ADDRESS: STREET 1: 545 FIFTH AVE STREET 2: STE 940 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129833355 MAIL ADDRESS: STREET 1: 545 FIFTH AVE STREET 2: STE 940 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD GAMING CORP DATE OF NAME CHANGE: 19941027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER CHRISTOPHER P CENTRAL INDEX KEY: 0001059102 IRS NUMBER: 133738518 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 120 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174231080 MAIL ADDRESS: STREET 1: 120 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 schedule.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D/A Under THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.11) --------------- TRANS WORLD CORPORATION (FORMERLY TRANS WORLD GAMING CORP.) (Name of Issuer) One Penn Plaza, Suite 1503 New York, New York 10119-0002 Common Stock (Title of Class of Securities) 893375105 (CUSIP number)* Copy to: Christopher P. Baker Christopher G. Karras 303 Congress St. Suite 301 Dechert Price & Rhoads Boston, Massachusetts 02210 4000 Bell Atlantic Tower (617) 439-0770 1717 Arch Street Philadelphia, Pennsylvania 19103-2793 (Name, address and telephone number of Person Authorized to Receive Notices and Communications) May 20, 2002 (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 Rule 13d-1(b)(3) or (4), check the following box [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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. This 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. 893375105 1) Name of Reporting Person Christopher P. Baker SS. Or I.R.S. Identification No. of Above Person ###-##-#### 2) Check the Appropriate Box (a) if a Member of a Group (b) 3) SEC Use Only 4) Source of Funds 00 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization U.S.A. Number of Shares 7) Sole Voting Beneficially Owned By Each Power 15,160,667 Reporting Person With 8) Shared Voting Power 0 9) Sole Dispositive Power 15,160,667 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 15,160,667 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [X]* 13) Percent of Class Represented by Amount in Row (11) 29.64% 14) Type of Reporting Person IN - --------------- * Excludes 5,000 shares of Common Stock owned by Mr. Baker's spouse. Mr. Baker disclaims beneficial ownership of such securities. 1) Name of Reporting Person CP Baker LLC SS. Or I.R.S. Identification 04-3323325 No. of Above Person 2) Check the Appropriate Box (a) if a Member of a Group (b) 3) SEC Use Only 4) Source of Funds 00 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 7) Sole Voting Beneficially Owned By Each Power 11,048,723 Reporting Person With 8) Shared Voting Power 0 9) Sole Dispositive Power 11,048,723 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,048,723 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 21.66% 14) Type of Reporting Person CO 1) Name of Reporting Person Anasazi Partners, Limited Partnership SS. Or I.R.S. Identification No. of Above Person 04-3326588 2) Check the Appropriate Box (a) if a Member of a Group (b) 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 Massachusetts Number of Shares 7) Sole Voting Beneficially Owned By Each Power 11,048,723 Reporting Person With 8) Shared Voting Power 0 9) Sole Dispositive Power 11,048,723 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,048,723 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 21.66% 14) Type of Reporting Person PN This Amendment No. 11 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 3, 1998, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on April 3, 1998, Amendment No. 2 thereto filed with the Securities and Exchange Commission on April 10, 1998, Amendment No. 3 thereto filed with the Securities and Exchange Commission on December 14, 1998, Amendment No. 4 thereto filed with the Securities and Exchange Commission on January 12, 1999, Amendment No. 5 thereto filed with the Securities and Exchange Commission on May 5, 1999, Amendment No. 6 thereto filed with the Securities and Exchange Commission on July 28, 1999, Amendment No. 7 thereto filed with the Securities and Exchange Commission on July 20, 2000, Amendment No. 8 thereto filed with the Securities and Exchange Commission on September 12, 2000, Amendment No. 9 thereto filed with the Securities and Exchange Commission on April 26, 2001, Amendment No. 10 thereto filed with the Securities and Exchange Commission on November 1, 2001, on behalf of Christopher P. Baker, C.P. Baker & Company, Ltd., CP Baker LLC, Anasazi Partners, Limited Partnership, and C.P. Baker Venture Fund I, Limited Partnership. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in such Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On March 15, 2002, Christopher Baker entered into an agreement to convert formerly non-convertible debentures into 10,859,806 shares of common stock, which were then converted into common stock on May 20, 2002. On May 28, 2002, Christopher Baker used his working capital to exercise warrants to acquire 1,400,000 shares of common stock at $0.01 per share. On May 28, 2002, Christopher Baker used his working capital to exercise warrants to acquire 104,675 shares of common stock at $0.01 per share. On July 31, 2002, Christopher Baker used his working capital to make an open market purchase of 27,000 shares of common stock at $0.10 per share. On May 28, 2002, Christopher Baker used his working capital to exercise warrants to acquire 218,862 shares of common stock at $0.01 per share. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b) Mr. Baker may be deemed to be the beneficial owner with sole power to vote and dispose of a total of 15,160,677 shares of Common Stock (or 29.64% of the outstanding Common Stock as calculated in accordance with Rule 13d-3(d)), which includes the following: 2,977,481 shares of Common Stock of which Mr. Baker is the record holder; 10,000 shares of Common Stock of which Baker Ltd. is the record holder; 43,333 shares of Common Stock that may be acquired upon exercise of the Amended Warrants owned by Baker Ltd.; 86,667 shares of Common Stock that may be acquired upon exercise of the Amended Warrants owned by Venture Fund; 994,473 shares of Common Stock held of record by Venture Fund; 416,667 shares of Common Stock that may be acquired upon exercise of the New Warrants owned by Anasazi Partners; 666,667 shares of Common Stock that may be acquired upon exercise of the Consent Warrants owned by Anasazi Partners; and the 9,965,389 shares of Common Stock held of record by Anasazi Partners. Anasazi Partners may be deemed to be the beneficial owner with sole power to vote and dispose of 11,048,723 shares of Common Stock (or 21.66% of the outstanding Common Stock as calculated in accordance with Rule 13d-3(d)). CP Baker LLC, the general partner of Anasazi Partners, may be deemed to be the beneficial owner with sole power to vote and dispose of the same securities. The 11,048,723 shares of Common Stock include 9,965,389 shares of Common Stock held of record by Anasazi Partners; 416,667 shares of Common Stock that may be acquired upon exercise of the New Warrants owned by Anasazi Partners; and 666,667 shares of Common Stock that may be acquired upon exercise of the Consent Warrants owned by Anasazi Partners. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Agreement among Christopher P. Baker, C.P. Baker & Company, Ltd., CP Baker LLC, C.P. Baker Venture Fund I, Limited Partnership and Anasazi Partners, Limited Partnership regarding the filing of Schedule 13D. Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated August 14, 2002 /s/ Christopher P. Baker ------------------------------- CHRISTOPHER P. BAKER ` Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. C.P. BAKER & COMPANY, LTD. Dated August 14, 2002 By: /s/ Christopher P. Baker -------------------------- Name: Christopher P. Baker Title: President Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. CP BAKER LLC Dated: August 14, 2002 By: /s/ Christopher P. Baker ---------------------------- Name: Christopher P. Baker Title: President Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. ANASAZI PARTNERS, LIMITED PARTNERSHIP By: CP BAKER LLC, its general partner Dated: August 14, 2002 By: /s/ Christopher P. Baker --------------------------- Name: Christopher P. Baker Title: President Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. CP BAKER VENTURE FUND I LIMITED PARTNERSHIP By: C.P. BAKER & COMPANY, LTD. Dated: August 14, 2002 By: /s/ Christopher P. Baker ---------------------------- Name: Christopher P. Baker Title: President EXHIBIT INDEX Exhibit 1 Agreement among Christopher P. Baker, C.P. Baker & Company, Ltd., CP Baker LLC, C.P. Baker Venture Fund I, Limited Partnership and Anasazi Partners, Limited Partnership regarding the filing of Schedule 13D. Exhibit 1 AGREEMENT The undersigned each agree to the filing of a single Schedule 13D with respect to their respective ownership interests in Trans World Corporation. Dated: August 14, 2002 /s/ Christopher P. Baker ----------------------------- CHRISTOPHER P. BAKER C.P. BAKER & COMPANY, LTD. Dated: August 14, 2002 By: /s/ Christopher P. Baker --------------------------- Name: Christopher P. Baker Title: President CP BAKER LLC Dated: August 14, 2002 By: /s/ Christopher P. Baker ---------------------------- Name: Christopher P. Baker Title: President ANASAZI PARTNERS, LIMITED PARTNERSHIP By: C.P. BAKER LLC, its general partner Dated: August 14, 2002 By: /s/ Christopher P. Baker ---------------------------------- Name: Christopher P. Baker Title: President C.P. BAKER VENTURE FUND I, LIMITED PARTNERSHIP By: C.P. BAKER & COMPANY, LTD. By: /s/ Christopher P. Baker ------------------------- Name: Christopher P. Baker Dated: August 14, 2002 Title: President -----END PRIVACY-ENHANCED MESSAGE-----