0001251109-18-000024.txt : 20180501
0001251109-18-000024.hdr.sgml : 20180501
20180501125002
ACCESSION NUMBER: 0001251109-18-000024
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180430
FILED AS OF DATE: 20180501
DATE AS OF CHANGE: 20180501
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EWING TIMOTHY G
CENTRAL INDEX KEY: 0001077701
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25244
FILM NUMBER: 18794431
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EWING ASSET MANAGEMENT LLC
CENTRAL INDEX KEY: 0001253027
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25244
FILM NUMBER: 18794429
BUSINESS ADDRESS:
STREET 1: 5646 MILTON STREET, SUITE 880
CITY: DALLAS
STATE: TX
ZIP: 75206
BUSINESS PHONE: 214-522-2100
MAIL ADDRESS:
STREET 1: 5646 MILTON STREET, SUITE 880
CITY: DALLAS
STATE: TX
ZIP: 75206
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EWING & PARTNERS
CENTRAL INDEX KEY: 0001056612
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25244
FILM NUMBER: 18794430
BUSINESS ADDRESS:
STREET 1: 5646 MILTON STREET, SUITE 880
CITY: DALLAS
STATE: TX
ZIP: 75206
BUSINESS PHONE: 2145222100
MAIL ADDRESS:
STREET 1: 5646 MILTON STREET, SUITE 880
CITY: DALLAS
STATE: TX
ZIP: 75206
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VALUE PARTNERS LTD /TX/
CENTRAL INDEX KEY: 0000926614
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25244
FILM NUMBER: 18794432
BUSINESS ADDRESS:
STREET 1: C/O EWING & PARTNERS
STREET 2: 5646 MILTON STREET, SUITE 880
CITY: DALLAS
STATE: TX
ZIP: 75206
BUSINESS PHONE: 2145222100
MAIL ADDRESS:
STREET 1: C/O EWING & PARTNERS
STREET 2: 5646 MILTON STREET, SUITE 880
CITY: DALLAS
STATE: TX
ZIP: 75206
ISSUER:
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
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
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2018-04-30
1
0000914577
TRANS WORLD CORP
TWOC
0000926614
VALUE PARTNERS LTD /TX/
C/O EWING & PARTNERS
5646 MILTON STREET, SUITE 880
DALLAS
TX
75206
1
0
1
0
0001077701
EWING TIMOTHY G
C/O EWING & PARTNERS
5646 MILTON STREET, SUITE 880
DALLAS
TX
75206
1
0
1
0
0001056612
EWING & PARTNERS
5646 MILTON STREET, SUITE 880
DALLAS
TX
75206
1
0
1
0
0001253027
EWING ASSET MANAGEMENT LLC
5646 MILTON STREET, SUITE 880
DALLAS
TX
75206
1
0
1
0
Common Stock
2018-04-30
4
D
0
3326679
4.1886
D
0
D
Options
2.9744
2018-04-30
4
D
0
10000
1.2142
D
2015-04-15
2020-04-15
Common Stock
10000
0
I
See Footnotes
Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of March 2, 2018 by and among FEC Overseas Investment (UK) Limited, FEC Investment (US) Limited, Trans World Corporation and, solely for the limited purposes therein, Far East Consortium International Limited in exchange for $4.1886 for each share of common stock, par value $.001 per share, of the Issuer ("Common Stock") held by the Reporting Persons.
This is a joint filing by Value Partners, Ltd. ("VP"), Ewing & Partners ("E&P"), Ewing Asset Management ("EAM") and Timothy G. Ewing with respect to the 3,326,679 shares of the Issuer's Common Stock held directly by VP.
E&P, as the general partner of VP, holds indirectly the securities held directly by VP. Mr. Ewing reports the securities held indirectly by E&P because, as the managing partner of Ewing & Partners, Mr. Ewing controls the disposition and voting of the securities. EAM, as a partner of E&P, also reports the securities held indirectly by E&P. Mr. Ewing also reports the securities as a Director of the Issuer, although Mr. Ewing will no longer be a Director subsequent to the closing of the transactions disclosed herein. Each of Mr. Ewing, E&P, and EAM disclaim beneficial ownership of these securities except to the extent of the pecuniary interest therein, and this report shall not be deemed as admission that Mr. Ewing, E&P or EAM is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
On April 15, 2015, Mr. Ewing was granted five-year non-qualified stock options ("NQSOs") to purchase 10,000 shares of Common Stock. These NQSOs provided for vesting in four equal parts, with the first part vested immediately upon the grant date, and another part to vest upon the first anniversary of the grant date, another part to vest upon the second anniversary of the grant date, and so on. On each anniversary of the grant date, the exercise price increased by four percent (4%).
Cancelled pursuant to the Merger Agreement in exchange for a lump sum cash payment (less any applicable withholding) equal to the product of the number of shares of Common Stock subject to the option multiplied by the excess, of any, of $4.1886 over the exercise price per share of Common Stock under such option.
Signed by Beth N. Lowson, Esq., as Attorney-In-Fact for Timothy G. Ewing (i) on behalf of himself individually, (ii) on behalf of E&P in Mr. Ewing's capacity as managing partner of E&P, (iii) on behalf of EAM in Mr. Ewing's capacity as sole member of EAM, and (iv) on behalf of VP in his capacity as the managing partner of E&P, which is the general partner of VP.
/s/Beth N. Lowson, Esq., as Attorney-in-Fact for Timothy G. Ewing
2018-05-01
EX-24
2
poaewing.txt
EWING POWER OF ATTORNEY
{\rtf1\ansi\ansicpg1252\cocoartf1561\cocoasubrtf400
{\fonttbl\f0\fmodern\fcharset0 Courier;}
{\colortbl;\red255\green255\blue255;}
{\*\expandedcolortbl;;}
\margl1440\margr1440\vieww18940\viewh14380\viewkind0
\deftab720
\pard\pardeftab720\partightenfactor0
\f0\fs26 \cf0 \expnd0\expndtw0\kerning0
POWER OF ATTORNEY\
\
The undersigned does hereby constitute and appoint Stephen J. Nelson,\
Mary Anne Mayo, Scott M. Dubowsky, Beth N. Lowson and Sean W. McDowell,\
each of The Nelson Law Firm, LLC, White Plains Plaza, One North Broadway,\
White Plains, NY 10601, signing singly, with full power of substitution,\
as the true and lawful attorney of the undersigned, and authorizes and\
designates each of them to sign on behalf of the undersigned, and to file\
filings and any amendments thereto made by or on behalf of the undersigned\
in respect of the beneficial ownership of equity securities held by the\
undersigned, directly, indirectly or beneficially, pursuant to Sections\
13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended\
(the "Exchange Act"), and the rules and regulations thereunder. The\
undersigned acknowledges that the foregoing attorneys-in-fact, in serving\
in such capacity at the request of the undersigned, are not assuming any\
of the undersigned's responsibilities to comply with Sections 13(d),\
13(g) or 16 of the Exchange Act.\
\
This Power of Attorney shall remain in full force and effect until\
withdrawn by the undersigned in a signed writing delivered to the foregoing\
attorneys-in-fact.\
\
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be\
executed as of this 4th day of April, 2011.\
\
By: /s/ Timothy G. Ewing\
____________________________\
Timothy G. Ewing\
}