SC 13D/A 1 transwld13dam11.txt SC13DAM11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 11)* TRANS WORLD ENTERTAINMENT CORPORATION -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 89336Q100 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 27, 2004 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Stephen Feinberg -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable -------------------------------------------------------------------------------- 3) SEC Use Only -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: * ------------------------------------ Shares Beneficially 8) Shared Voting Power: * ------------------------------------ Owned by Each Reporting 9) Sole Dispositive Power: * ------------------------------------ Person With 10) Shared Dispositive Power: * ------------------------------------ -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,531,455* -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 15.4%* -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA -------------------------------------------------------------------------------- * As of May 27, 2004, 1,189,200 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"); 538,200 shares of the Common Stock were owned by Cerberus Institutional Partners, L.P., a limited partnership organized under the laws of Delaware ("Institutional"); and 2,549,509 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, 1,254,546 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 240.13d-3, Stephen Feinberg is deemed to be the beneficial owner of 5,531,455 shares of the Common Stock, or 15.4% of the shares of Common Stock deemed to be outstanding as of May 27, 2004. See Item 5 for further information. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon information set forth in the Company's Proxy Statement on Schedule 14A as filed by the Company on May 18, 2004, as of April 30, 2004 there were outstanding 35,845,795 shares of the Common Stock. As of May 27, 2004, 1,189,200 shares of the Common Stock were owned by Cerberus; 538,200 shares of the Common Stock were owned by Institutional; 2,549,509 shares of the Common Stock were owned by International; and 1,254,546 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 240.13d-3, Stephen Feinberg is deemed to be the beneficial owner of 5,531,455 shares of the Common Stock, or 15.4% of the shares of Common Stock deemed to be outstanding as of May 27, 2004. The following table details the transactions in Common Stock, or securities convertible into, exercisable for or exchangeable for 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 (including Cerberus, Institutional, International and the Funds) since the filing of the Schedule 13D Amendment No. 10 (each of which were effected in an ordinary brokerage transaction): I. Cerberus ----------- (Purchases) NONE (Sales) Date Quantity Price ---- -------- ----- May 25, 2004 25,000 $10.15 May 26, 2004 38,000 $10.13 May 27, 2004 43,500 $10.31 II. Institutional ----------------- (Purchases) NONE (Sales) Date Quantity Price ---- -------- ----- May 25, 2004 11,000 $10.15 May 26, 2004 17,000 $10.13 May 27, 2004 19,500 $10.31 III. International ------------------ (Purchases) NONE (Sales) Date Quantity Price ---- -------- ----- May 25, 2004 53,000 $10.15 May 26, 2004 82,000 $10.13 May 27, 2004 92,600 $10.31 IV. The Funds ------------- (Purchases) NONE (Sales) Date Quantity Price ---- -------- ----- May 25, 2004 26,000 $10.15 May 26, 2004 40,000 $10.13 May 27, 2004 45,400 $10.31 Signature --------- 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. May 28, 2004 /s/ Stephen Feinberg ------------------------------------------ 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).