EX-99.5 12 a2092538zex-99_5.htm EXHIBIT 99.5
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EXHIBIT 99.5

FOR IMMEDIATE RELEASE

Contact:   Rami S. Ramadan
Chief Executive Officer
Trans World Corporation
(212) 983-3355

TRANS WORLD CORPORATION
ANNOUNCES TENDER OFFER FOR
ALL OUTSTANDING 12% SENIOR
SECURED NOTES

        NEW YORK, NEW YORK—                        , 2003—Trans World Corporation (OTC: TWCP.OB), the owner and operator of three casinos in the Czech Republic, announced today that it was commencing a tender offer for all of its $20.0 million principal amount of 12% Senior Secured Notes in exchange for shares of its common stock or for Variable Rate Promissory Notes Due 2009. The full text of the announcement is attached below as Annex A.

        The expiration date for the tender offer is Friday,                        , 2003 at 5:00 p.m. New York City time. The offer is subject to a number of conditions, including the requirement that 100% of the Noteholders tender and that at least 92% of the principal amount of the outstanding Notes be tendered for shares of the Company's common stock, as well as other conditions, all of which may be waived by the Company with the consent of the holder of a majority of the principal amount of the Notes. The tender offer is being made only by a prospectus, a related letter of transmittal and an agreement and plan of recapitalization to the holders of the Notes.

        If the Noteholders exchange all of their Notes for shares of the Company's common stock, Trans World would reduce its long term debt from $21.6 million (inclusive of unamortized debt discount of $2.2 million) as of September 30, 2002 to approximately $3.6 million, and the Noteholders would own 95.9% of the issued and outstanding shares of the Company's common stock.

        Trans World Corporation urges all Noteholders to read the Company's tender offer materials which have been filed with the Securities and Exchange Commission. Such materials are available upon request to the Company (write to: Secretary, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017; email to pbenkley@ibetworld.com; or call collect (212) 983-3355).

About Trans World Corporation

        Headquartered in New York City, Trans World Corporation owns and operates three casinos in the Czech Republic. The casinos, which operate under the brand name "American Chance Casinos," showcase themes portraying recognizable eras in American history. Located in border towns, a majority of the Company's clientele come from Germany and Austria, attracted by the casual and exciting atmosphere and high level of personal service. The executive offices for Trans World are located at 545 Fifth Avenue, Suite 940, New York, New York 10017 and its telephone number is (212) 983-3355.

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ANNEX A

        This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Notes (as defined below). The Offer (as defined below) is made by the Prospectus (as defined below) and the related letter of transmittal and the Agreement and Plan of Recapitalization, and any amendments or supplements thereto, and is being made only to all holders of the Notes. This Offer, however, is not being made to, nor will Notes be accepted from or on behalf of, a holder of Notes in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. TWC (as defined below) may in its discretion, however, take such action as it may deem necessary to make the Offer in any jurisdiction and extend the Offer to holder of Notes in such jurisdiction.

NOTICE OF OFFER TO EXCHANGE
22,640 SHARES OF COMMON STOCK
OR
$1,000 PRINCIPAL AMOUNT OF VARIABLE RATE
PROMISSORY NOTES DUE 2009
(AND 8% PROMISSORY NOTES DUE 2005
TO CERTAIN HOLDERS ONLY)
FOR EACH OUTSTANDING $1,000 PRINCIPAL AMOUNT OF
12% SENIOR SECURED NOTES DUE
MARCH 17, 2005
OF
TRANS WORLD CORPORATION

        Trans World Corporation ("TWC"), a Nevada corporation, is offering to exchange 22,640 shares (or more under certain circumstances) of TWC common stock, $0.001 par value per share ("TWC Common Stock"), or $1,000 principal amount of Variable Rate Promissory Note due 2009 (the "Replacement Notes"), together with an 8% Promissory Note due 2005 (the "Interest Note") to certain Noteholders to whom TWC owes accrued but unpaid interest on the Notes, for each outstanding $1,000 principal amount of the 12% Senior Secured Notes due March 17, 2005 (the "Notes") of TWC, upon the terms and subject to the conditions set forth in the Agreement and Plan of Recapitalization by and among TWC and all tendering Noteholders (the "Agreement"), the prospectus, dated                         , 2003 (the "Prospectus"), and in the related letter of transmittal (which, together with the Agreement and the Prospectus and any amendments or supplements thereto, collectively constitute the "Offer"). Noteholders of record who tender directly to the Exchange Agent (as defined below) will not be obligated to pay brokerage fees or commissions, if any, on the exchange of Notes pursuant to the Offer. Noteholders who hold their Notes through a broker or bank should consult such institution as to whether it charges any service fees. TWC will pay all charges and expenses of Continental Stock Transfer & Trust Company, which is acting as exchange agent (the "Exchange Agent"), and to other persons rendering services that were or will be incurred in connection with the Offer.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY,                         , 2003, UNLESS THE OFFER IS EXTENDED.

        The Offer is conditioned upon 100% of the Notes being tendered and upon 92% of the principal amount of the Notes being tendered for shares of the TWC Common Stock. The Offer is subject to other terms and conditions. We may waive any condition in our sole discretion with the consent of Value Partners, Ltd., a Texas limited partnership ("Value Partners"), the holder of a majority of the principal amount of the Notes.

        For purposes of the Offer, TWC shall be deemed to have accepted for exchange Notes validly tendered and not properly withdrawn when, as and if TWC gives oral or written notice to the Exchange

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Agent of its acceptance of the tenders of such Notes. Delivery of TWC Common Stock or the Replacement Notes in exchange for the Notes pursuant to the Offer will be made by the Exchange Agent as soon as practicable after receipt of such notice, provided that all conditions to the Offer have been satisfied or waived by TWC, with the consent of Value Partners. The Exchange Agent will act as agent for tendering Noteholders for the purpose of receiving TWC Common Stock and transmitting such TWC Common Stock to validly tendering Noteholders. In all cases, payment for the Notes accepted for exchange pursuant to the Offer will be made only after timely receipt by the Exchange Agent of (i) original certificates representing such Notes, (ii) a duly executed copy of the Agreement, (iii) a properly completed and duly executed letter of transmittal (or a properly completed and manually signed facsimile thereof) with any required signature guarantees, and (iv) any other documents required by the Agreement or the letter of transmittal, or the tendering Noteholders must comply with the guaranteed delivery procedures described in the Prospectus. See "The Note Exchange Offer—Guaranteed Delivery."

        The term "Expiration Date" means 5:00 p.m., New York City time, on Friday,                         , 2003, unless and until TWC extends the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by TWC, shall expire. TWC may at any time or from time to time extend the Offer for any period required by any rule, regulation or order of the Securities and Exchange Commission ("SEC") applicable to the Offer. TWC expressly reserves the right to waive the conditions to the Offer and to make any other changes in the terms and conditions of the Offer with the consent of Value Partners; provided, however, that certain other conditions identified in the Prospectus relating to the effectiveness of the registration statement filed with the SEC in connection with the Offer will not be modified or waived. See the Prospectus. If a material change occurs in the information provided to the Noteholders, TWC will promptly disseminate a public announcement regarding such change.

        If TWC extends the Offer, TWC will make a public announcement to that effect no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any such extension, all Notes previously tendered and not properly withdrawn will remain subject to the Offer, subject to the right to withdraw the Notes.

        Notes tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date, and unless theretofore accepted for exchange pursuant to the Offer, may also be withdrawn at any time after                        , 2003. For a withdrawal of Notes tendered to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth in the Prospectus. Any notice of withdrawal must specify the name, address and social security (or taxpayer identification) number of the person who tendered the Notes to be withdrawn, the Note certificate number(s) and the aggregate principal amount of the Notes to be withdrawn and the name(s) in which the certificate(s) representing such Notes are registered, if different from that of the person who tendered such Notes. If certificates for Notes to be withdrawn have been delivered or otherwise identified to the Exchange Agent, the name of the registered holder and the serial numbers shown on the particular certificate evidencing the Notes to be withdrawn must also be furnished to the Exchange Agent prior to the physical release of the Notes to be withdrawn. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Prospectus) (except in the case of Notes tendered by an Eligible Institution). All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by TWC, in its sole discretion, and its determination will be final and binding on all parties.

        The Prospectus, the Agreement, the related letter of transmittal and other related materials will be mailed to registered holders of Notes and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Noteholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Notes. The Prospectus, the Agreement, and

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the related letter of transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

        Any questions or requests for assistance or for additional copies of the Prospectus, the Agreement, the related letter of transmittal and other related tender offer materials may be directed to TWC at its address and telephone number set forth below, and copies will be furnished promptly at TWC's expense. TWC will not pay any fees or commissions to any broker or dealer or any other person (other than the Exchange Agent) in connection with the solicitation of tenders of Notes pursuant to the Offer.

The contact information for TWC regarding the Offer is:

    Attn: Paul Benkley, Secretary
    Trans World Corporation
    545 Fifth Avenue, Suite 940
    New York, New York 10017
    Telephone: (212) 983-3355
    Fax: (212) 983-8129
    Noteholders may call collect.

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ANNEX A