-----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, MPKWLjG8vz/nM1TSHVlgBXMP5zUiYfAnBgt2SNP1Pcn8p87gMJyNPEIeow5jk1NX rrcpGFS8IQyPpsmMEYm92w== 0001065407-03-000375.txt : 20030627 0001065407-03-000375.hdr.sgml : 20030627 20030627112942 ACCESSION NUMBER: 0001065407-03-000375 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030626 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030627 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: 03760008 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 form8k.txt CURRENT REPORT 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 26, 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. On June 10, 2003, the Registrant announced that it extended the expiration date of its note exchange offer from 5:00 p.m. New York City time on Wednesday, June 11, 2003, to 5:00 p.m. New York City time, on Thursday, June 26, 2003, unless otherwise extended. On June 26, 2003, the Registrant announced that the note exchange offer expired at 5:00 p.m. on Thursday, June 26, 2003. The Registrant also announced that all $20.0 million principal amount of the Notes had been tendered and that the Registrant had accepted all tendered Notes for exchange. A copy of the Registrant's press release announcing the expiration of the note exchange offer 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 26, 2003. 2 SIGNATURE 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 27, 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 TRANS WORLD CORPORATION ANNOUNCES THE SUCCESSFUL COMPLETION OF ITS NOTE EXCHANGE OFFER NEW YORK - (BUSINESS WIRE) - June 26, 2003 - Trans World Corporation (OTC:TWCP.OB - News), the owner and operator of three casinos in the Czech Republic, announced today that the note exchange offer for all of its $20.0 million principal amount of 12% Senior Secured Notes due March 17, 2005 ("Notes") expired at 5:00 p.m. New York City time, on Thursday, June 26, 2003 (the "expiration date"). As of the expiration date, all $20.0 million principal amount of the Notes had been tendered and accepted for exchange by the Company. As of the expiration date, Notes in the principal amount of $18,450,000 had been tendered for shares of the Company's common stock and Notes in the principal amount of $1,550,000 had been tendered for $1,550,000 aggregate principal amount of the Variable Rate Promissory Notes due 2010. Accordingly, 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, for a total of 452,797,000 shares. 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. "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. Contact: Trans World Corporation, New York Rami S. Ramadan, 212/983-3355 -----END PRIVACY-ENHANCED MESSAGE-----