Trans World Entertainment Corp – ‘DEFS14A’ for 11/14/97

As of:  Tuesday, 10/14/97   ·   For:  11/14/97   ·   Accession #:  1047469-97-516   ·   File #:  0-14818

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special      8     28K 
                          Meeting                                                

DEFS14A
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    ) 

Filed by the Registrant /X /                                            
Filed by a party other than the Registrant / /                          

Check the appropriate box:                                              
/ /  Preliminary Proxy Statement                                        
/ /  Confidential, for Use of the Commission Only (as permitted by Rule 
14a-6(e)(2))                                                  
/X/  Definitive Proxy Statement                                         
/ /  Definitive Additional Materials                                    
/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section   
240.14a-12                                                    

Trans World Entertainment Corporation       
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/X/  No fee required                                                            

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)             
and 0-11                                                              

(1) Title of each class of securities to which transaction applies:     

        ------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:        

        ------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed    
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

        ------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                    

        ------------------------------------------------------------------------
(5) Total fee paid:                                                     

        ------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.                             

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1) Amount Previously Paid:                                             

        ------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:                       

        ------------------------------------------------------------------------
(3) Filing Party:                                                       

        ------------------------------------------------------------------------
(4) Date Filed:                                                         

        ------------------------------------------------------------------------

DEFS14A
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[LOGO]

TRANS WORLD ENTERTAINMENT CORPORATION 
38 CORPORATE CIRCLE 
ALBANY, NEW YORK 12203
(518) 452-1242

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 

A Special Meeting of Shareholders (the "Special Meeting") of Trans World
Entertainment Corporation (the "Company"), will be held on Friday, November 14, 
1997, at the Company's executive offices located at 38 Corporate Circle, Albany,
New York, 12203, at 8:00 A.M., New York time, for the following purposes:       

  1.  To approve the directors' proposal to amend the Certificate of
           Incorporation to increase the number of authorized shares of Common
      Stock of Trans World Entertainment Corporation from 20,000,000
shares to 50,000,000 shares; and                        

       2.  To transact any such other business as may come properly before the
meeting or any adjournment or adjournments thereof.     

The Board of Directors has fixed the close of business on September 30, 
1997, as the record date for determining shareholders entitled to notice of and 
to vote at the meeting.                                                         

 YOUR VOTE IS IMPORTANT. A proxy and return envelope are enclosed for your
convenience. Please complete and return your proxy card as promptly as possible.

                                       By order of the Board of Directors,

                           /s/ MATTHEW H. MATARASO

                        Matthew H. Mataraso,
             SECRETARY

October 10, 1997                                                                

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, A RETURN ENVELOPE,  
REQUIRING NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR YOUR     
CONVENIENCE. PROMPT RETURN OF THE PROXY WILL ASSURE A QUORUM AND SAVE THE     
COMPANY UNNECESSARY EXPENSE.                                                  

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TRANS WORLD ENTERTAINMENT CORPORATION 
38 CORPORATE CIRCLE 
ALBANY, NEW YORK 12203
(518) 452-1242
------------------------

PROXY STATEMENT 

This Proxy Statement is furnished to the shareholders of Trans World    
Entertainment Corporation, a New York corporation (the "Company"), in connection
with the solicitation of proxies by the Board of Directors for use at the       
Special Meeting of Shareholders of the Company to be held on November 14, 1997, 
and any adjournment or adjournments thereof. A copy of the notice of meeting    
accompanies this Proxy Statement. It is anticipated that the mailing of this    
Proxy Statement and the form of proxy/voting instruction card will commence on  
October 10, 1997.                                                               

VOTING SECURITIES 

  The Company has only one class of voting securities, its Common Stock, par
value $.01 per share (the "Common Stock"). On September 30, 1997, the record    
date, 9,857,300 shares of Common Stock were outstanding. Each shareholder of    
record at the close of business on the record date will be entitled to one vote 
for each share of Common Stock owned on that date as to each matter presented at
the meeting.                                                                    

QUORUM AND TABULATION OF VOTES

  The By-Laws of the Company provide that a majority of the shares of Common
Stock issued and outstanding and entitled to vote, present in person or by      
proxy, shall constitute a quorum at the Special Meeting of Shareholders of the  
Company. Votes at the Special Meeting will be tabulated by an inspector from    
ChaseMellon Shareholder Services appointed by the Company. Shares of Common     
Stock represented by a properly signed and returned proxy are considered as     
present at the Special Meeting for purposes of determining a quorum.            

Brokers holding shares for beneficial owners must vote those shares in  
accordance with the specific instructions they receive from the owners. If      
specific instructions are not received, however, brokers may vote these shares  
in their discretion, depending upon the type of proposal involved.              

    Pursuant to the Company's By-Laws, corporate actions will be authorized by a
majority of votes cast. If a properly signed proxy form is returned to the      
Company by a shareholder of record and is not marked, it will be voted "FOR" the
proposal set forth herein as Item 1. The enclosed proxy may be revoked by a     
shareholder at any time before it is voted by the submission of a written       
revocation to the Company, by the return of a new proxy to the Company, or by   
attending and voting in person at the Special Meeting.                          

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PRINCIPAL SHAREHOLDERS

    The only persons known to the Board of Directors to be the beneficial owners
of more than five percent of the outstanding shares of the Common Stock as of   
September 30, 1997, the record date, are indicated below:                       

                                                        [Enlarge/Download Table]

                                                                                    AMOUNT AND NATURE OF    PERCENT  
NAME AND ADDRESS OF BENEFICIAL OWNER                                                BENEFICIAL OWNERSHIP   OF CLASS  
----------------------------------------------------------------------------------  --------------------  -----------
                                                                                                                     
Robert J. Higgins.................................................................        5,179,850(1)          52.5%
  38 Corporate Circle                                                                                                
  Albany, New York 12203                                                                                             
Dimensional Fund Advisors Inc.....................................................          538,100(2)           5.5%
  1299 Ocean Avenue                                                                                                  
  Santa Monica, California 90401                                                                                     

------------------------                                                        

(1) Information is as of September 30, 1997, as provided by the holder. Includes
16,850 shares owned by the wife of Robert J. Higgins.                   

(2) Information is as of December 31, 1996, as provided by the holder.          
Dimensional Fund Advisors Inc., a registered investment advisor, holds  
shares in the Company in a fiduciary capacity. Dimensional reported sole
   voting power with respect to 370,300 shares and sole dispositive power with
respect to 538,100 shares.                                              

 Mr. Higgins, who beneficially owns 5,179,850 shares of Common Stock as of
the record date (approximately 52.5% of all outstanding shares), has advised the
Company that he presently intends to vote all of his shares for the proposal    
under "Item 1-DIRECTORS' PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO  
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF TRANS WORLD         
ENTERTAINMENT CORPORATION FROM 20,000,000 SHARES TO 50,000,000 SHARES". If Mr.  
Higgins votes his shares for Item 1, no other votes will be required to approve 
or adopt such actions.                                                          

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ITEM 1. 

DIRECTORS' PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION 
INCREASING THE NUMBER OF AUTHORIZED 
SHARES OF COMMON STOCK OF TRANS WORLD ENTERTAINMENT CORPORATION 
FROM 20,000,000 SHARES TO 50,000,000 SHARES 

    The Board of Directors proposes and recommends to the shareholders for their
approval, an amendment to the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 20,000,000 shares to       
50,000,000 shares. No increase in the number of shares of Preferred Stock of the
Company, currently 5,000,000 shares, is proposed or anticipated. As more fully  
set forth below, the proposed Amendment is intended to improve the Company's    
flexibility in meeting its future needs for unreserved Common Stock.            

   If the Amendment is approved by the shareholders', it will become effective
upon the filing of a Certificate of Amendment to the Certificate of             
Incorporation with the State of New York, Department of State. The text of the  
first two sentences in the first paragraph of Article IV, of the Company's      
Certificate of Incorporation, will read as follows:                             

"The total number of shares of stock which the corporation shall have   
   authority to issue is 55,000,000. Of said shares, 5,000,000 shares shall be
  of a class designated as Preferred Stock with a par value of $.01 each and
   50,000,000 shares shall be of a class designated as Common Stock with a par
value of $.01 each."                                                    

The Board of Directors believes that it is important to ensure that the 
Company will continue to have an adequate number of authorized and unissued     
shares of Common Stock available for future use. If the proposed Amendment is   
adopted by the shareholders, the additional authorized Common Stock would be    
available for issuance from time to time in the future for such corporate       
purposes as financings, acquisitions, stock splits, stock dividends, additional 
compensation plans or other transactions which the Company's management and     
Board of Directors believe may enhance shareholder value, without seeking       
further shareholder approval, except as provided under New York law or under the
rules of Nasdaq or any other national securities exchange on which shares of    
Common Stock of the Company are then listed. Obtaining shareholder approval is a
time consuming and expensive process, and could delay or prevent the Company    
from accomplishing such corporate purpose. The availability of additional       
shares, without the delay and expense of obtaining the approval of shareholders 
at a subsequent meeting, will afford the Company greater flexibility in acting  
upon proposed transactions in which shares of Common Stock may be issued.       

 The additional shares of Common Stock to be authorized by adoption of the
Amendment would have rights identical to the currently outstanding shares of    
Common Stock of the Company. Adoption of the proposed Amendment would not affect
the rights of the holders of currently outstanding shares of Common Stock.      

  The Board of Directors believes that the benefits of providing the Company
with the flexibility to issue shares without delay for any purpose outweighs the
possible disadvantages, and that it is prudent and in the best interest of the  
shareholders to provide the greater flexibility that will result from the       
approval of the proposed Amendment to increase the authorized shares of Common  
Stock.                                                                          

   YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL TO
AMEND ARTICLE IV OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF  
AUTHORIZED SHARES OF COMMON STOCK OF TRANS WORLD ENTERTAINMENT CORPORATION TO   
50,000,000 SHARES.                                                              

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OTHER MATTERS 

OTHER ITEMS.  Management knows of no other items or matters that are    
expected to be presented for consideration at the meeting. If other matters     
properly come before the meeting, however, the members of the Board of Directors
intend to vote thereon in their discretion.                                     

  PROXY SOLICITATION.  The Company will bear the cost of the meeting and the
cost of soliciting proxies, including the cost of mailing the proxy materials.  
In addition to solicitation by mail, directors, officers, and regular employees 
of the Company (none of whom will be specifically compensated for such services)
may solicit proxies by telephone or otherwise. Arrangements will be made with   
brokerage houses and other custodians, nominees, and fiduciaries to forward     
proxies and proxy materials to their principals, and the Company will reimburse 
them for their ordinary and necessary expenses.                                 

                                       By Order of the Board of Directors,

                           /s/ MATTHEW H. MATARASO

                        Matthew H. Mataraso,

             SECRETARY

October 10, 1997                                                                

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PROXY                                                                           

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

TRANS WORLD ENTERTAINMENT CORPORATION 

The undersigned hereby appoints Robert J. Higgins and Matthew H.      
Mataraso proxies, with power to act without the other and with power of         
substitution, and hereby authorizes them to represent and vote, as              
designated on the other side, all the shares of stock of Trans World            
Entertainment Corporation standing in the name of the undersigned with all      
powers which the undersigned would possess if present of the Special Meeting    
of Stockholders of the Company to be held November 14, 1997 or any              
adjournment thereof.                                                            

(Continued, and to be marked, dated and signed, on the other side)    

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FOLD AND DETACH HERE    

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                                               Please mark
                                                       your votes as   /X/
                                                indicated in
                                                this example

The Board of Directors recommends a vote FOR items 1 and 2.                     

                                                        [Enlarge/Download Table]


                                                                                                                       
                                                            FOR  AGAINST  ABSTAIN                                      
Item 1--Amend the Certificate of Incorporation to increase                         Item 2--Other matters in their      
        the number of authorized shares of Common Stock to  / /    / /      / /            discretion that may come    
        50,000,000 shares.                                                                 properly before the meeting.

Signature                         Signature                       Date          
        ------------------------           ---------------------      --------

NOTE: Please sign as name appears hereon. Joint owners should each sign. When   
signing as attorney, executor, administrator, trustee or guardian,  
please give full title as such.                                     
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Dates Referenced Herein

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
For Period End:		11/14/97		2		7			None on these Dates
Filed on:		10/14/97
		10/10/97		2		6
		9/30/97		2		4
		12/31/96		4
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