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\ }