-----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, O/wFmFPCWKP5+Ep6i3hRlBMmUb6GHsPom4Shvig2OLn973ZOxNlZ5qRzDn0Zystx j/FoyIk50cmmGewTVfvSoQ== 0001065407-04-000113.txt : 20040305 0001065407-04-000113.hdr.sgml : 20040305 20040305144637 ACCESSION NUMBER: 0001065407-04-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040305 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040305 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: 04651646 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 twcform8k.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 March 5, 2004 _______________________________________________________________________________ (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 March 4, 2004, the Registrant filed a Certificate of Amendment to its Articles of Incorporation that will cause the number of its authorized shares of common stock, $0.001 par value per share, to be decreased from 950,000,000 to 9,500,000 and cause the number of its issued and outstanding shares to be decreased from 503,145,175 to approximately 5,032,000, with no change in par value. All share fractions will be rounded up to the next whole share so that no stockholder will be cashed out, issued a fractional share or scrip or be entitled to dissent and seek the fair value of his, her or its shares under the General Corporation Law of Nevada. On March 5, 2004, the Registrant issued a press release announcing this reverse stock split, which will have a record date as of the close of the markets on April 2, 2004, and be effective as of 12:01 a.m. on April 5, 2004. On and after the effective date, all share certificates will represent the lesser number of shares pursuant to the terms of the reverse stock split. After the effective date, stockholders will be required to exchange their old, pre-split certificates for new, post-split certificates. On April 5, 2004, the Registrant's post-split shares will be identified by new CUSIP No. 89336R 20 7. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. ___________________________________________________________________ Exhibit Number Description ______________ ___________ 3.1 Certificate of Amendment to Articles of Incorporation. 99.1 Press Release dated March 5, 2004. 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: March 5, 2004 /s/ Rami S. Ramadan ___________________________ Rami S. Ramadan Chief Executive Officer and Chief Financial Officer 3 EX-3.1 3 ex31.txt CERTIFICATE OF AMENDMENT TO ARTICLES EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF TRANS WORLD CORPORATION (Pursuant to NRS 78.207) The undersigned, the duly authorized officers of Trans World Corporation, a Nevada corporation ("TWC" or the "Corporation"), do, pursuant to NRS 78.209, hereby certify to the Secretary of State of the State of Nevada as follows: FIRST: The name of the corporation is Trans World Corporation. SECOND: The Articles of Incorporation of the Corporation were filed with the office of the Secretary of State of the State of Nevada on October 20, 1993, and amended on December 8, 1994, August 15, 2000, July 16, 2002 and May 13, 2003. THIRD: The current number of authorized shares and the par value of the capital stock of the Corporation as of the date hereof is as follows: Type Par Value Number Authorized ---- --------- ----------------- Common Stock $0.001 950,000,000 Preferred Stock $0.001 4,000,000 FOURTH: The Board of Directors, pursuant to NRS 78.207, adopted on October 30, 2003 by unanimous written consent a resolution decreasing the number of authorized shares of Common Stock and correspondingly decreasing the number of shares of Common Stock that are issued and outstanding without a change in the par value thereof, such that upon the Effective Date (as set forth in Article Ninth hereof), every one hundred (100) shares of authorized Common Stock, $0.001 par value per share, shall be automatically converted into one (1) share of Common Stock, $0.001 par value per share, and every one hundred (100) shares of Common Stock that shall be issued and outstanding on the Effective Date shall be automatically converted, on the Effective Date, to one (1) share of Common Stock, without any act to be performed by said stockholder, and all fractional shares of authorized Common Stock and of the shares of Common Stock that are issued and outstanding on the Effective Date shall automatically be rounded up to the next whole share (the "Reverse Stock Split"). The authorized shares of the Corporation's Preferred Stock, $0.001 par value per share, shall not be affected by the Reverse Stock Split. FIFTH: The number and par value of authorized shares of Common Stock on and after the Effective Date of the Reverse Stock Split shall be 9,500,000 shares of Common Stock, $0.001 par value per share. Certificate of Amendment Page 2 SIXTH: On and after the Effective Date, each one hundred (100) issued and outstanding shares of the Corporation's Common Stock, $0.001 par value per share, shall, automatically and without the action of any person or entity, be converted into one (1) share of Common Stock, $0.001 par value per share. SEVENTH: On and after the Effective Date, as a result of the Reverse Stock Split, each fractional authorized and issued share of Common Stock resulting therefrom shall automatically be rounded up to the next whole share. No stockholder shall receive a fractional share of Common Stock, scrip or cash in lieu of a share of Common Stock, as a result of the Reverse Stock Split. EIGHTH: Pursuant to NRS 78.207(l), no stockholder approval is required for the Reverse Stock Split. NINTH: The date and time that the Reverse Stock Split shall become effective is 12:01 A.M. New York City, New York time, on April 5, 2004 (the "Effective Date"). IN WITNESS WHEREOF, the undersigned have set their hands this 1st day of March, 2004. TRANS WORLD CORPORATION By: /s/ Rami S. Ramadan -------------------------------------- Rami S. Ramadan President and Chief Executive Officer By: /s/ Paul Benkley -------------------------------------- Paul Benkley Secretary STATE OF NEW YORK ) ) ss: COUNTY OF QUEENS ) On March 1, 2004, personally appeared before me, a Notary Public in and for the State of New York, County of Queens, Rami S. Ramadan and Paul Benkley, as President and Secretary, respectively, of Trans World Corporation, who acknowledged that they executed the above instrument. [Notarial Seal] /s/ Hung D. Le --------------------------------- Hung D. Le Notary Public HUNG D. LE Notary Public, State of New York No. OILE 6059508 Qualified in Queens County Certificate Filed in New York County Commission Expires Augus 6, 2007 EX-99.1 4 pr.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE TRANS WORLD CORPORATION ANNOUNCES PROFITS FOR 2003 and REVERSE STOCK SPLIT NEW YORK - (BUSINESS WIRE) - March 5, 2004 - Trans World Corporation (TWC or the Company) (OTC: TWCP.OB), the owner and operator of casinos in Europe, announces strong growth for the year ended December 31, 2003, with an increase in its net income of $3.5 million, or $0.077 per share, versus 2002, resulting in a net profit of $238,000, compared to a net loss of $3.3 million for the year ended December 31, 2002. Approximately sixty percent of this substantial increase is due to the $2.1 million net interest savings resulting from the Company's recent major debt restructuring. TWC's revenues were $17.6 million for the year ended December 31, 2003, versus $14.2 million for the year ended December 31, 2002. The 24% growth in revenue can be attributed to several factors, notably the 21% increase in drop per head, which was the result of favorable exchange rates, aggressive marketing, newer slot machines, and operational improvements in the Company's casinos. The positive trend continued in the fourth quarter of 2003. Revenues were $5.1 million and represented a 30% improvement over the same quarter in 2002. With the benefit of the debt restructure, the Company achieved net income of $582,000 in the fourth quarter, compared with a net loss of $1.1 million for the same period a year ago. TWC owns and operates three full-service casinos and an American bar and restaurant with limited gaming facilities in the Czech Republic. The casinos, which operate under the brand name "American Chance Casinos" (ACC), showcase themes portraying nostalgic and recognizable eras in American history. The casinos are strategically located in border towns, and a vast majority of ACC's clientele resides in Germany and Austria. The casual and exciting atmosphere, together with the consistently high level of personal service and professionalism, draws loyal gambling enthusiasts across international lines. Using this successful formula, TWC is continuing its growth. Construction of a new casino in the Czech Republic is expected to start later this month. In addition, new projects, that will expand and diversify TWC's business into the hotel and spa industry in Germany, are currently under negotiation. - More - Trans World Corporation Press Release Due mainly to the positive financial results in 2003, the planned expansion projects, and a commitment to improve the liquidity of the Company's common stock, TWC's Board of Directors has approved a one (1)-for-one hundred (100) reverse stock split of its authorized and issued common stock, $0.001 par value per share, with all fractional shares being rounded up to the next whole share. The reverse split will be effective on Monday, April 5, 2004. "The Board of Directors believes that the decrease in the number of TWC's authorized and issued shares of common stock will permit the market to better value the Company and will more closely align its capitalization with that of other similar-sized companies," said Rami S. Ramadan, President and Chief Executive Officer of TWC. After the effective date of the reverse stock split, the Company's authorized shares of common stock will decrease from 950,000,000 to 9,500,000 and its issued and outstanding shares will decrease from 503,145,175 to approximately 5,032,000. Holders of record of TWC common stock on April 2, 2004 will be required to exchange their pre-split share certificates for new post split share certificates. Shortly after the record date, TWC will mail to all holders of record a letter of transmittal to be used to send in the old certificates. Please do not send any certificates to the Company now. Stockholders who have questions about the reverse stock split may contact Hung Le, the Company's Corporate Controller, at (212) 983-3355 or by e-mail at hdle@twcp.com. "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 Hung Le Corporate Controller 212/983-3355 - More - Trans World Corporation Press Release TRANS WORLD CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Years Ended December 31, 2003 and 2002 (in thousands, except for per share data) 2003 2002 variance ------ ------ -------- REVENUES $ 17,605 $ 14,237 $ 3,368 ------ ------ ------ COSTS AND EXPENSES: Cost of revenues 9,311 7,353 1,958 Depreciation and amortization 511 621 (109) Selling, general and administrative 6,073 5,135 938 ------ ------ ------ 15,896 13,109 2,787 ------ ------ ------ INCOME FROM OPERATIONS 1,709 1,128 581 ------ ------ ------ OTHER INCOME/(EXPENSE): Interest, net (1,806) (3,911) 2,105 Loss on sale of assets - (21) 21 Foreign exchange gain 351 228 123 Other (17) (537) 521 ------ ------ ------ (1,471) (4,242) 2,770 ------ ------ ------ INCOME/(LOSS) BEFORE INCOME TAXES 238 (3,114) 3,351 INCOME TAXES - (161) 161 ------ ------ ------ NET INCOME/(LOSS) 238 (3,275) $ 3,512 ====== ====== ====== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, Basic 279,833 42,939 236,895 Diluted 280,592 42,939 237,653 ------ ------ ------ INCOME/(LOSS) PER COMMON SHARE, Basic $ 0.00 $ (0.08) $ 0.08 Diluted $ 0.00 $ (0.08) $ 0.08 ------ ------ ------ COMPREHENSIVE INCOME/(LOSS): Net income/(loss) $ 238 $ (3,275) $ 3,512 Other comprehensive income/(loss), foreign currency translation adjustment 1,943 700 1,243 ------ ------ ------ Comprehensive income/(loss) $ 2,181 $ (2,575) $ 4,755 ====== ====== ======
- End - -----END PRIVACY-ENHANCED MESSAGE-----