-----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, NxVQGga3WRUfcLfX1Q+a9arp7PJT7G6o8JBvWOK2/T5eOYfatVRFE+im/q4BF7WH K8DUKmzwsx09/shCebKZ8w== 0001065407-03-000368.txt : 20030623 0001065407-03-000368.hdr.sgml : 20030623 20030623121241 ACCESSION NUMBER: 0001065407-03-000368 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030620 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD CORP CENTRAL INDEX KEY: 0000914577 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 133738518 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25244 FILM NUMBER: 03752866 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 8-K 1 eightk.txt FORM 8-K 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 June 20, 2003 - ------------------------------------------------------------------------------- (Date of earliest event reported) Trans World Corporation - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-25244 13-3738518 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission file number) (IRS Employer of incorporation) Identification No.) 545 Fifth Avenue, Suite 940, New York, New York 10017 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 983-3355 - ------------------------------------------------------------------------------- (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. On May 14, 2003, the Registrant commenced its note exchange offer pursuant to which the Registrant offered 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 Variable Rate Promissory Notes due 2010, and, to certain tendering Noteholders who have not received certain past interest payments on the Notes, the 8% Promissory Notes due 2006. The note exchange offer, originally scheduled to expire at 5:00 p.m. New York City time on Wednesday, June 11, 2003, was extended by the Registrant to 5:00 p.m. New York City time, on Thursday, June 26, 2003, unless otherwise extended. The Registrant announced on June 20, 2003 that participation in the note exchange offer to date, with six days remaining prior to the expiration of the current offer period, was 98.75% with Notes in the principal amount of $18,450,000 being tendered for shares of the Company's common stock and Notes in the principal amount of $1,300,000 being tendered for the Variable Rate Promissory Notes due 2010. A copy of the Registrant's press release announcing the results of participation in the note exchange offer as of June 20, 2003 is attached as Exhibit 99.1. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibit Number Description - -------------- ----------- 99.1 Press Release dated June 20, 2003. 2 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: June 23, 2003 /s/ Rami S. Ramadan --------------------------- Rami S. Ramadan Chief Executive Officer and Chief Financial Officer 3 EX-99.1 3 press.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Rami S. Ramadan Chief Executive Officer Trans World Corporation (212) 983-3355 TRANS WORLD CORPORATION ANNOUNCES 98.75% PARTICIPATION IN NOTE EXCHANGE OFFER PRIOR TO EXPIRATION DATE New York, New York - June 20, 2003 - Trans World Corporation (OTC: TWCP.OB), the owner and operator of three casinos in the Czech Republic, announced today that as of 5:00 p.m., New York City time on June 19, 2003, participation in its offer to exchange all of its $20.0 million principal amount of 12% Senior Secured Notes due March 17, 2005 ("Notes") was 98.75% and that Notes in the principal amount of $18,450,000 had been tendered for shares of the Company's common stock and that Notes in the principal amount of $1,300,000 had been tendered for the Variable Rate Promissory Notes due 2010. The note exchange offer currently expires at 5:00 p.m. New York City time, Thursday, June 26, 2003, unless otherwise further extended pursuant to the terms of note exchange offer. During this period, all Notes previously tendered and not withdrawn will remain subject to the note exchange offer, subject to the holder's right to withdraw his or her Notes prior to the expiration date. Based on the tenders to date and assuming that the results of the note exchange offer do not change as of the current expiration date, the number of shares of common stock to be issued at the closing of the note exchange offer for each $1,000 principal amount of the Notes will be 24,550. The note exchange offer is subject to a number of conditions set forth in the Company's Prospectus and other note exchange offer materials. Questions and requests for assistance with respect to the note exchange offer should be directed to the Company at the address, phone number or e- mail address set forth below. 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. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The note exchange offer is made only through the Prospectus dated May 14, 2003, the Agreement and Plan of Recapitalization and the related Letter of Transmittal which have been mailed to the Noteholders. - More- Trans World Corporation Press Release - June 20, 2003 Page 2 Trans World Corporation urges all Noteholders to carefully read the Company's note exchange offer materials which have also been filed with the Securities and Exchange Commission because they contain important information about the note exchange offer. Such materials are available without charge upon request from the Company (write to: Secretary, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017; e- mail to pbenkley@ibetworld.com; or call collect (212) 983-3355) or may be obtained free of charge from the SEC's website (www.sec.gov). "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts contain forward looking information with respect to plans, projections or the future performance of the Company, the occurrence of which involve certain risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. - END - -----END PRIVACY-ENHANCED MESSAGE-----