0000927089-14-000130.txt : 20140424 0000927089-14-000130.hdr.sgml : 20140424 20140424142143 ACCESSION NUMBER: 0000927089-14-000130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALUE PARTNERS LTD /TX/ CENTRAL INDEX KEY: 0000926614 IRS NUMBER: 752291866 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88104 FILM NUMBER: 14781260 BUSINESS ADDRESS: STREET 1: C/O EWING & PARTNERS STREET 2: 4514 COLE AVE. #740 CITY: DALLAS STATE: TX ZIP: 75205 BUSINESS PHONE: 2145222100 MAIL ADDRESS: STREET 1: C/O EWING & PARTNERS STREET 2: 4514 COLE AVE. #740 CITY: DALLAS STATE: TX ZIP: 75205 FILED BY: 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: SC 13D/A 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 SC 13D/A 1 sched13d.htm SCHEDULE 13D/A sched13d.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
 
(Amendment No. 11)
 
 
 
 Trans World Corporation
 (Name of Issuer)
 
 
 Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
 89336R207
 (CUSIP Number)
 
 
Timothy G. Ewing
Value Partners, Ltd.
5646 Milton Street, Suite 880
Dallas, Texas 75206
(214) 522-2100
(Name, Address, Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
April 21, 2014
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
 
 
 
 
 
CUSIP No. 89336R207 13D/A  Page 2 of 8 Pages
 
 
 
1
 
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Value Partners, Ltd
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [ X ]
(b) [    ]
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
WC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
    [  ]
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 
3,326,679
 
8
 
SHARED VOTING POWER
 
0
 
9
 
SOLE DISPOSITIVE POWER
 
3,326,679
 
10
 
SHARED DISPOSITIVE POWER
 
0
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,326,679
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
37.8%
 
14
 
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
CUSIP No. 89336R207 13D/A Page 3 of 8 Pages
 
 
 
1
 
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ewing & Partners
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [ X ]
(b) [    ]
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
WC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
    [  ]
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 
3,326,679
 
8
 
SHARED VOTING POWER
 
0
 
9
 
SOLE DISPOSITIVE POWER
 
3,326,679
 
10
 
SHARED DISPOSITIVE POWER
 
0
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,326,679
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
37.8%
 
14
 
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
CUSIP No. 89336R207 13D/A Page 4 of 8 Pages
 
 
 
1
 
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ewing Asset Management, LLC.
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [ X ]
(b) [    ]
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
WC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
    [  ]
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 
3,326,679
 
8
 
SHARED VOTING POWER
 
0
 
9
 
SOLE DISPOSITIVE POWER
 
3,326,679
 
10
 
SHARED DISPOSITIVE POWER
 
0
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,326,679
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
37.8%
 
14
 
TYPE OF REPORTING PERSON
 
OO (Limited Liability Company)
 
 
 
 
 
CUSIP No. 89336R207 13D/A Page 5 of 8 Pages
 
 
 
1
 
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Timothy G. Ewing
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [ X ]
(b) [     ]
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
WC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
    [  ]
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 
3,326,679
 
8
 
SHARED VOTING POWER
 
0
 
9
 
SOLE DISPOSITIVE POWER
 
3,326,679
 
10
 
SHARED DISPOSITIVE POWER
 
0
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,326,679
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
37.8%
 
14
 
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
 
CUSIP No. 89336R207 13D/A Page 6 of 8 Pages
 
Amendment No. 11 to Schedule 13D
 
This Amendment No. 11 to Schedule 13D is being filed on behalf of Value Partners, Ltd., a Texas limited partnership (“Value Partners”), Ewing & Partners, a Texas general partnership, Ewing Asset Management, LLC, a Texas limited liability company (“EAM”) and Timothy G. Ewing (collectively referred to herein as the “Reporting Persons”), as an amendment to the Statement on Schedule 13D, relating to shares of common stock, par value $0.001 per share (“Common Stock”) of Trans World Corporation, a Nevada corporation (“TWC” or the “Company”), as originally filed with the Securities and Exchange Commission (“SEC”) on July 11, 1996, and as amended from time to time since such date to the date hereof.
 
This amendment is being made solely to reflect that the Issuer entered into an Agreement with Value Partners and other stockholders of the Company on April 21, 2014.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
On April 21, 2014, the Company entered into an Agreement (the “Agreement”) with Value Partners, Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd., a private investment company organized under the laws of the Cayman Islands (“Wynnefield Offshore”), and Wynnefield Partners Small Cap Value, L.P. I, a Delaware limited partnership (“Wynnefield Partners I”) (Wynnefield Partners, Wynnefield Offshore and Wynnefield Partners I together, the “Wynnefield Funds”) and Lloyd I. Miller Trust A-4, a testamentary trust under Delaware law (“Trust A-4”), Milfam II, L.P.,  a Georgia limited partnership (“Milfam II”), LIMFAM LLC, a Delaware limited liability company, and Lloyd I. Miller, IRA, an individual retirement account for the benefit of Lloyd I. Miller III (Trust A-4, Milfam II, LIMFAM LLC, and Lloyd I. Miller, IRA together, the “Miller Funds”).
 
Pursuant to the Agreement, TWC has agreed to nominate five current directors for election as directors at the Company’s annual meeting of stockholders to be held in June 2014 (the “Annual Meeting”) and each of the Wynnefield Funds and the Miller Funds will submit one additional person for consideration by the nominating committee of the Company’s Board of Directors (the “Board”) for election as directors at the Annual Meeting.  Lloyd I. Miller III, who had previously provided the Company with notice of his intent to nominate a slate of six persons for election to the Board at the Annual Meeting, has agreed to withdraw his slate of nominees for election at the Annual Meeting.
 
Under the Agreement, the nominating committee of the Board intends to nominate current directors Rami S. Ramadan, Malcolm M.B. Sterrett, Timothy G. Ewing, Patrick J. Bennett, Sr. and Michael B. Brodsky for a one-year term as directors at the Annual Meeting.  Current directors Geoffrey B. Baker and Julio E. Heurtematte have determined to retire from the Board as of the date of the Annual Meeting and not stand for re-election as directors at the Annual Meeting.  The Wynnefield Funds will submit the nomination of one additional person for consideration by the nominating committee for election as a director at the Annual Meeting, which nominee shall be
 
 
 
 
 
 
CUSIP No. 89336R207 13D/A Page 7 of 8 Pages
 
reasonably acceptable to Value Partners and the Miller Funds.  The Miller Funds will submit the nomination of one additional person for consideration by the nominating committee of the Board for election as a director at the Annual Meeting, which nominee will be reasonably acceptable to Value Partners and the Wynnefield Funds.  If such nominees are acceptable to the nominating committee, the committee will include such nominees as part of the Board’s slate of nominees for election of directors at the Annual Meeting.
 
At the Annual Meeting, each of Value Partners, the Wynnefield Funds and the Miller Funds have agreed to appear at the Annual Meeting, in person or by proxy, and vote all of the shares of common stock of the Company beneficially owned by such party in favor of the Company’s nominees for election as directors.
 
The foregoing description is qualified in its entirety by reference to the full text of the Agreement, which is included hereto as Exhibit 1 and is incorporated herein by reference.
 
Item 7.
 Material to Be Filed as Exhibits
 
1  
Agreement, dated April 21, 2014, by and among Trans World Corporation, Value
Partners, Ltd., the Wynnefield Funds and the Miller Funds(1)
_______________
(1)  
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Trans World Corporation (SEC File No. 000-25244) on April 22, 2014.
 
 
 
 
 
 
 
CUSIP No. 89336R207 13D/A Page 8 of 8 Pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:           April 24, 2014
 
 
VALUE PARTNERS, LTD
     
 
By:
Ewing & Partners, as General Partner
     
  By:
/s/Timothy G. Ewing
   
Timothy G. Ewing, Managing Partner
 
 
 
EWING & PARTNERS
     
  By:
/s/Timothy G. Ewing
   
Timothy G. Ewing, Managing Partner
 
 
 
EWING ASSET MANAGEMENT, LLC
     
  By:
/s/Timothy G. Ewing
   
Timothy G. Ewing, Member
 
 
     
  By:
/s/Timothy G. Ewing
   
Timothy G. Ewing