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
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March 1, 2017 |
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Date of Report (Date of earliest event reported) |
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Trans World Corporation |
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(Exact name of registrant as specified in its charter) |
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Nevada |
0-25244 |
13-3738518 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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545 Fifth Avenue, Suite 940, New York, New York |
10017 |
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(Address of principal executive offices) |
(Zip Code) |
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(212) 983-3355 |
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(Registrant’s telephone number, including area code) |
| Not Applicable |
| (Former name, former address and former fiscal year, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On March 1, 2017, Trans World Corporation (“TWC” or the “Company”) announced that through its subsidiaries, Trans World Hotels & Entertainment a.s. (“TWH&E”) and Trans World Hotels Germany GmbH (“TWHG”), it purchased the ground lease rights to a four-star business hotel located on the banks of the Danube River in Linz, Austria.
The 176-room, river-front four-star hotel, which opened in 1995, is approximately 35 minutes driving time from the Company’s Route 55 Casino, located on the Czech-Austrian border near Dolni Dvoriste, Czech Republic, and 2.5 hours driving time from its Hotel Savannah/Route 59 complex, near Znojmo, Czech Republic. TWC’s management expects to see economic benefits from synergies that can be developed between the businesses.
The total acquisition cost was $5.2 million inclusive of the $4.5 million purchase price and the deal structure involved TWC’s acquisition of 100% of the shares of Hotel Donauwelle Betriebsgesellschaft m.b.H. which owned the long-term lease rights through the year 2061. TWC paid cash of $1.1 million and the balance was financed through the assumption of an existing five-year bank loan in the amount of approximately $4.1 million from Erste Bank, Austria, with fixed-interest of 2.95%, paid quarterly. The loan will mature on December 31, 2021, pursuant to which the remaining balance of approximately $2.0 million will be either paid off or financed. TWC plans extensive renovations to the guest rooms, lobby, restaurant, and meeting rooms, which will be conducted in phases over the course of 2017 and 2018.
TWC issued a press release relating to its acquisition of the hotel, which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
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(d) Exhibit No. |
Description |
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99.1 |
Press release by Trans World Corporation dated March 1, 2017. |
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SIGNATURES
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 hereunto duly authorized.
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TRANS WORLD CORPORATION |
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Date: March 1, 2017 |
By: |
/s/ Rami S. Ramadan |
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Rami S. Ramadan |
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President, Chief Executive Officer |
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2
Exhibit 99.1
Trans World Corporation Announces the Acquisition of a Four-Star Business Hotel in Linz, Austria
NEW YORK--(BUSINESS WIRE)--March 1, 2017--Trans World Corporation (“TWC” or the “Company”) (OTCQB:TWOC), a premier owner and operator of casinos and hotels in Europe, today announced that on March 1, 2017, through its subsidiaries, Trans World Hotels & Entertainment a.s. (“TWH&E”) and Trans World Hotels Germany GmbH (“TWHG”), it purchased the ground lease rights to a four-star business hotel located on the banks of the Danube River in Linz, Austria.
The 176-room, river-front four-star hotel, which opened in 1995, is approximately 35 minutes driving time from the Company’s Route 55 Casino, located on the Czech-Austrian border near Dolni Dvoriste, Czech Republic, and 2.5 hours driving time from its Hotel Savannah/Route 59 complex, near Znojmo, Czech Republic. TWC’s management expects to see economic benefits from synergies that can be developed between the businesses.
The hotel is of particular interest to TWC due to its geographic location near the center of Linz as well as its upside potential. The Company believes the current results will further improve after completion of planned renovations to upgrade the hotel’s style and function. Linz has a greater regional population of 271,000, is an important economic hub in Austria, is an attractive location for business conferences and seminars, and is an important market of the Route 55 Casino.
Mr. Rami Ramadan, Chief Executive Officer of TWC stated, “We are proud to add another hotel property. This is a step forward for TWC in its strategy to grow its hotel and casino portfolio in Europe. We will continue to offer the best possible product and customer service to our clientele and will strive to build on the positive reputation that we have established in the regions in which we operate. This acquisition will also improve the Company’s valuation, to the ultimate benefit of our shareholders.”
In addition to three casinos and the four-star Hotel Savannah in the Czech Republic, TWC currently owns three hotels in Germany: the four-star Hotel Freizeit Auefeld in Hann. Münden; the four-star Hotel Columbus in Seligenstadt, near Frankfurt; and the three-star Hotel Kranichhöhe in Much, near Cologne, which will soon be renovated to four-stars.
Hotel Highlights
The 8-floor, business hotel includes:
Summary of the Transaction
The total acquisition cost was $5.2 million inclusive of the $4.5 million purchase price and the deal structure involved TWC’s acquisition of 100% of the shares of Hotel Donauwelle Betriebsgesellschaft m.b.H. which owned the long-term lease rights through the year 2061. TWC invested $1.1 million as equity and the balance was financed through the assumption of an existing five-year bank loan in the amount of approximately $4.1 million from Erste Bank, Austria, with fixed-interest of 2.95%, paid quarterly. The loan will mature on December 31, 2021, pursuant to which the remaining balance of approximately $2.0 million will be either paid off or financed. TWC plans extensive renovations to the guest rooms, lobby, restaurant, and meeting rooms, which will be conducted in phases over the course of 2017 and 2018.
About Trans World Corporation
Trans World Corporation, founded in 1993, is a publicly traded, Nevada corporation, headquartered in the U.S., with all of its gaming and hotel operations in Europe. Additional information about TWC can be found on the Company’s website at www.transwc.com.
The press release herein may contain certain forward-looking statements and data regarding operating trends and future results of operations. For this purpose, any statements and data contained herein that are not historical fact may be deemed to be forward-looking data. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipates,” “estimates,” or “continue” or comparable terminology or the negative thereof are intended to identify certain forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, both known and unknown, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. Such risks include but are not limited to, our dependence on our current management, the regulatory environment in which our operations reside, uncertainties over the development and success of our current and future gaming and hotel operations, general global macroeconomic and local economic conditions, extreme weather, and changes in tax or gaming laws or regulations. Additional information concerning potential factors that could affect the Company’s financial results, including other risks and uncertainties, is disclosed in our periodic reports filed with the U.S. Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2015. The Company undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statements or data whether as a result of new information, future events or otherwise.
CONTACT:
Trans World Corporation
Jill Yarussi, 212-983-3355
Manager
of Communications
JYarussi@transwc.com
www.transwc.com