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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/12/10 SC Fundamental Value Fund, L.P. SC 13G/A 1:354K Trans World Corp Weil Gotshal & Ma… 04/FA David A. Hurwitz John T. Bird Neil H. Koffler Peter M. Collery PMC-Bvi, Inc. SC Fundamental BVI, Inc. SC Fundamental LLC SC Fundamental Value Bvi, Ltd. SC-BVI Partners |
Document/Exhibit Description Pages Size 1: SC 13G/A Amendment to Statement of Beneficial Ownership HTML 170K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
|
||
SCHEDULE
13G
|
||
Under
the Securities Exchange Act of 1934
|
||
(Amendment
No. 4)*
|
||
TRANS
WORLD CORPORATION
|
||
(Name
of Issuer)
|
||
Common Stock, par value $0.001 per share | 89336R207 | |
(Title of class of securities) | (CUSIP number) | |
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|
||
__________
|
||
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
|
||
The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
|
||
Continued
on Following Pages
Page
1
|
||
1
|
NAME
OF REPORTING PERSONS:
|
SC
FUNDAMENTAL VALUE FUND, L.P.
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
211,320
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
0
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
211,320
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
0
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
211,320
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
2.4%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
PN
|
1
|
NAME
OF REPORTING PERSONS:
|
SC
FUNDAMENTAL LLC
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
New
York
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
0
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
211,320
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
211,320
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
211,320
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
2.4%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
OO
|
1
|
NAME
OF REPORTING PERSONS:
|
SC
FUNDAMENTAL VALUE BVI, LTD.
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
British
Virgin Islands
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
257,415
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
0
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
257,415
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
0
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
257,415
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
2.9%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
CO
|
1
|
NAME
OF REPORTING PERSONS:
|
SC-BVI
PARTNERS
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
0
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
257,415
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
257,415
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
257,415
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
2.9%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
PN
|
1
|
NAME
OF REPORTING PERSONS:
|
PMC-BVI,
INC.
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
0
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
257,415
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
257,415
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
257,415
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
2.9%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
CO
|
1
|
NAME
OF REPORTING PERSONS:
|
SC
FUNDAMENTAL BVI, INC.
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
0
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
257,415
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
257,415
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
257,415
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
2.9%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
CO
|
1
|
NAME
OF REPORTING PERSONS:
|
PETER
M. COLLERY
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
United
States
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
0
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
468,735
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
468,735
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
468,735
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
5.3%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
IN
|
1
|
NAME
OF REPORTING PERSONS:
|
NEIL
H. KOFFLER
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
United
States
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
0
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
468,735
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
468,735
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
468,735
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
5.3%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
IN
|
1
|
NAME
OF REPORTING PERSONS:
|
JOHN
T. BIRD
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
United
States
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
0
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
468,735
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
468,735
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
468,735
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
5.3%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
IN
|
1
|
NAME
OF REPORTING PERSONS:
|
DAVID
A. HURWITZ
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[x]
(b)
[_]
|
|||||
3
|
SEC
USE ONLY
|
||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
United
States
|
|||||
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER:
|
0
|
||||
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER:
|
468,735
|
||||
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER:
|
468,735
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
468,735
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
|
[ ]
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
5.3%
|
|||||
12
|
TYPE
OF REPORTING PERSON:
|
IN
|
Item 1(b) | Address of Issuer’s Principal Executive Offices: |
Item 2(a) | Name of Persons Filing: |
(i) | SC Fundamental Value Fund, L.P. | ||
(ii) | SC Fundamental LLC | ||
(iii) | SC Fundamental Value BVI, Ltd. | ||
(iv) | SC-BVI Partners | ||
(v) | PMC-BVI, Inc. | ||
(vi) | SC Fundamental BVI, Inc. | ||
(vii) | Peter M. Collery | ||
(viii) | Neil H. Koffler | ||
(ix)
|
John
T. Bird and
|
||
(x)
|
David
A. Hurwitz (collectively, the “Reporting
Persons”)
|
Item 2(b) | Address of Principal Business Office or, if None, Residence: |
Item 2(c) | Citizenship: |
Item 2(d) | Title of class of securities: |
Common Stock, par value $0.001 per share. |
Item 2(e) | CUSIP No.: |
Item
3
|
If
This Statement Is Filed Pursuant To Rule 13d-1(b), Or 13d-2(b) Or (c),
Check Whether The Person Filing Is:
|
|
(i)
[ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company
Act;
|
|
If
filing as a non-U.S. institution in accordance with Rule
13d–1(b)(1)(ii)(J), please specify the type of
institution:
|
Item 4 | Ownership |
Item 5
|
Ownership Of Five Percent Or Less Of A Class |
Item
7
|
Identification
And Classification Of The Subsidiary Which Acquired The Security Being
Reported On By The Parent Holding Company Or Control
Person
|
Item 8 | Identification And Classification Of Members Of The Group |
See Exhibit No. 2 hereto. |
Item 9 | Notice Of Dissolution Of Group |
Not applicable. |
Item 10 | Certification |
Date:
|
|||
SC
FUNDAMENTAL VALUE FUND, L.P.
|
|||
By:
|
SC
Fundamental LLC, as General Partner
|
||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Member
|
|||
SC
FUNDAMENTAL LLC
|
|||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Member
|
|||
SC
FUNDAMENTAL VALUE BVI, LTD.
|
|||
By:
|
SC
Fundamental BVI, Inc., as managing general partner of investment
manager
|
||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Vice President
|
|||
SC-BVI
PARTNERS
|
|||
By:
|
SC
Fundamental BVI, Inc., as managing general partner
|
||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Vice President
|
|||
PMC-BVI,
INC.
|
|||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Secretary
|
|||
SC
FUNDAMENTAL BVI, INC.
|
|||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Vice President
|
|||
/s/ Neil
H. Koffler,
|
|||
Neil
H. Koffler as Attorney-in-Fact for
|
|||
Peter
M. Collery (1)
|
|||
/s/ Neil
H. Koffler,
|
|||
Neil
H. Koffler
|
|||
/s/ Neil
H. Koffler,
|
|||
Neil
H. Koffler as Attorney-in-Fact for John T. Bird (2)
|
|||
/s/ Neil
H. Koffler,
|
|||
Neil
H. Koffler as Attorney-in-Fact for David A. Hurwitz
(3)
|
(1)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for Peter M.
Collery. The Power of Attorney for Mr. Collery is attached as
Exhibit 3 to the Amendment No. 3 to the Statement on Schedule 13G with
respect to the Common Stock of BFC Financial Corporation, filed on
February 12, 2010, and is incorporated herein by
reference.
|
(2)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The
Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement
on Schedule 13G with respect to the Common Stock of BFC Financial
Corporation, filed on July 11, 2008, and is incorporated herein by
reference.
|
(3)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of
Attorney for Mr. Hurwitz is attached as Exhibit 3 to the Amendment No. 4
to the Statement on Schedule 13G with respect to the Common Stock of MDU
Communications International, Inc., filed on February 14, 2008, and is
incorporated herein by reference.
|
Exhibit No.
|
Document
|
|
1
|
Joint
Filing Agreement, dated February 5, 2010, among SC Fundamental Value Fund,
L.P., SC Fundamental LLC, SC Fundamental Value BVI, Ltd., SC-BVI Partners,
PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H.
Koffler, John T. Bird and David A. Hurwitz, to file this Amendment No. 3
to the joint statement on Schedule 13G.
|
|
2
|
Identity
of Members of Group
|
Date:
|
|||
SC
FUNDAMENTAL VALUE FUND, L.P.
|
|||
By:
|
SC
Fundamental LLC, as General Partner
|
||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Member
|
|||
SC
FUNDAMENTAL LLC
|
|||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Member
|
|||
SC
FUNDAMENTAL VALUE BVI, LTD.
|
|||
By:
|
SC
Fundamental BVI, Inc., as managing general partner of investment
manager
|
||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Vice President
|
|||
SC-BVI
PARTNERS
|
|||
By:
|
SC
Fundamental BVI, Inc., as managing general partner
|
||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Vice President
|
|||
PMC-BVI,
INC.
|
|||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Secretary
|
|||
SC
FUNDAMENTAL BVI, INC.
|
|||
By:
|
/s/ Neil
H. Koffler,
|
||
Neil
H. Koffler, Vice President
|
|||
/s/ Neil
H. Koffler,
|
|||
Neil
H. Koffler as Attorney-in-Fact for
|
|||
Peter
M. Collery (1)
|
|||
/s/ Neil
H. Koffler,
|
|||
Neil
H. Koffler
|
|||
/s/ Neil
H. Koffler,
|
|||
Neil
H. Koffler as Attorney-in-Fact for John T. Bird (2)
|
|||
/s/ Neil
H. Koffler,
|
|||
Neil
H. Koffler as Attorney-in-Fact for David A. Hurwitz
(3)
|
(1)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for Peter M.
Collery. The Power of Attorney for Mr. Collery is attached as
Exhibit 3 to the Amendment No. 3 to the Statement on Schedule 13G with
respect to the Common Stock of BFC Financial Corporation, filed on
February 12, 2010, and is incorporated herein by
reference.
|
(2)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The
Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement
on Schedule 13G with respect to the Common Stock of BFC Financial
Corporation, filed on July 11, 2008, and is incorporated herein by
reference.
|
(3)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of
Attorney for Mr. Hurwitz is attached as Exhibit 3 to the Amendment No. 4
to the Statement on Schedule 13G with respect to the Common Stock of MDU
Communications International, Inc., filed on February 14, 2008, and is
incorporated herein by reference.
|
This ‘SC 13G/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/12/10 | SC 13G/A | ||
2/5/10 | ||||
12/31/09 | 10-K | |||
11/10/09 | 10-Q | |||
11/9/09 | ||||
9/30/09 | 10-Q | |||
7/11/08 | ||||
2/14/08 | SC 13D/A, SC 13G/A | |||
List all Filings |