TRANS WORLD ENTERTAINMENT CORP
8-K, 1997-10-17
RECORD & PRERECORDED TAPE STORES
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<PAGE>

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)        October 8, 1997
                                                        ---------------


                    TRANS WORLD ENTERTAINMENT CORPORATION
                    -------------------------------------
            (Exact name of registrant as specified in its charter)


           NEW YORK                    0-14818               14-1541629
           --------                    -------               ----------
(State or other jurisdiction of    (Commission File       (I.R.S. Employer
 incorporation or organization)         Number)        Identification Number)


  38 Corporate Circle, Albany, New York                      12203
  -------------------------------------                      -----
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code      (518) 452-1242
                                                        --------------


                                     N/A
                                     ---
        (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events.
- -------  -------------

The registrant announced that on October 8, 1997, it closed on the acquisition
of Strawberries, a privately-held specialty retailer of pre-recorded music and
video.   The  Company  acquired  substantially  all  of  Strawberries' assets,
including merchandise inventory,  fixed  and  other  assets.  The Company will
operate Strawberries stores at 90  freestanding  and  strip  center  locations
which  are  primarily located in the New England and Washington, D.C. markets.
The registrant published a series of press releases announcing the progress of
the acquisition, the full text of  which  are filed as Exhibits 99.1, 99.2 and
99.3 hereto.


Item 7.  Financial Statements and Exhibits
- -------  ---------------------------------


         c)        Exhibits                                           Page No.
                   --------                                           --------
                   99.1  Press release, dated August 8, 1997 issued
                         by Trans World Entertainment Corporation

                   99.2  Press release, dated October 1, 1997 issued
                         by Trans World Entertainment Corporation

                   99.3  Press release, dated October 9, 1997 issued
                         by Trans World Entertainment Corporation


                                  SIGNATURES
                                  ----------


Pursuant to the requirements of the Securities and Exchange Act of  1934,  the
Registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned thereunto duly authorized.


TRANS WORLD ENTERTAINMENT CORPORATION

October 13, 1997          By: /s/ ROBERT J. HIGGINS
                          -------------------------
                          Robert J. Higgins
                          Chairman, President and Chief Executive Officer
                          (Principal Executive Officer)

October 13, 1997          By: /s/ JOHN J. SULLIVAN
                          ------------------------
                          John J. Sullivan
                          Senior Vice President-Finance
                          and Chief Financial Officer
                          (Principal Financial Officer)




______________________________________________________________________________

                    TRANS WORLD ENTERTAINMENT CORPORATION

                            **** NEWS RELEASE ****
______________________________________________________________________________


            MWW/Strategic Communications, Inc.
            Public Relations (201) 507-9500
            Media Contact:      Michael Kempner - [email protected]
                                Rob Swadosh - [email protected]
            Investor Contact:   Robert Ferris - [email protected]

                                                         FOR IMMEDIATE RELEASE
                                                         ---------------------

    TRANS WORLD ENTERTAINMENT SIGNS LETTER OF INTENT TO
    ACQUIRE STRAWBERRIES INC.

    Albany, NY,  August  4,  1997  --  Trans  World  Entertainment Corporation
    (Nasdaq National Market:  TWMC) today announced that it signed a letter of
    intent to acquire substantially all of the assets of Strawberries Inc.,  a
    privately-held  retailer of pre-recorded music and video based in Milford,
    MA.  Strawberries operates  118  freestanding  and  strip center locations
    primarily located in the New England and Washington,  DC  markets.   Final
    closing of the acquisition is subject to the approval of the U.S. District
    Court, the Boards of Trans World Entertainment and Strawberries as well as
    further  due  diligence  and signing of a definitive agreement.  Robert J.
    Higgins, Chairman, Chief Executive  Officer  and  President of Trans World
    commented,  "The  acquisition  of  Strawberries,  with  its   concentrated
    non-mall  store format, offers Trans World additional opportunities to add
    value to  our  existing  portfolio  of  stores,  enhance overall operating
    performance and further strengthen  our  position  within  the  industry."
    Trans   World   Entertainment   operates   468  retail  stores  in  malls,
    freestanding and strip  center  locations  under  several names, including
    Record Town, Coconuts Music and Movies, Saturday Matinee and F.Y.E.

Certain statements in this report set forth  management's  intentions,  plans,
beliefs,  expectations or predictions of the future based on current facts and
analyses.  Actual results may differ  materially  from those indicated in such
statements.  Additional information on factors that may  affect  the  business
and  financial  results  of the Company can be found in filings of the Company
with the Securities and Exchange Commission.

                                      # # #


______________________________________________________________________________

                    TRANS WORLD ENTERTAINMENT CORPORATION

                            **** NEWS RELEASE ****
______________________________________________________________________________


            MWW/Strategic Communications, Inc.
            Public Relations (201) 507-9500
            Media Contact:      Michael Kempner - [email protected]
                                Rob Swadosh - [email protected]
            Investor Contact:   Robert Ferris - [email protected]

    U.S. DISTRICT COURT APPROVES ACQUISITION OF STRAWBERRIES INC.
    BY TRANS WORLD ENTERTAINMENT CORPORATION

    ACQUISITION EXPECTED TO CLOSE BY MID-OCTOBER

    Albany, NY,  October  1,  1997  --  Trans  World Entertainment Corporation
    (Nasdaq National Market:  TWMC)  today  announced  it  has  received  U.S.
    District  Court  approval  to  acquire  substantially all of the assets of
    Strawberries Inc., a  privately-held  retailer  of  pre-recorded music and
    video.  The Company expects to close on the  acquisition  by  mid-October.
    Strawberries  Inc.  currently  operates  102 freestanding and strip center
    locations primarily  located  in  the  New  England  and  Washington, D.C.
    markets.

    Robert  J.  Higgins,  Chairman,  Chief  Executive  Officer  and
    President of Trans World commented, "We are  extremely  pleased  with  the
    Court's  decision  to  approve  our purchase offer to acquire Strawberries
    Inc. The acquisition adds an established  base of non-mall music stores to
    our  existing  core  of   freestanding   and   strip   center   locations.
    Additionally,  Strawberries'  concentration  within the New England states
    enhances our position as the  dominant music and video retailer throughout
    the northeast."  Trans World Entertainment operates 461 retail  stores  in
    malls,  freestanding  and  strip  center  locations  under  several names,
    including Coconuts Music  and  Movies,  Record  Town, Saturday Matinee and
    F.Y.E.

Certain statements in this report set forth  management's  intentions,  plans,
beliefs,  expectations or predictions of the future based on current facts and
analyses.  Actual results may differ  materially  from those indicated in such
statements.  Additional information on factors that may  affect  the  business
and  financial  results  of the Company can be found in filings of the Company
with the Securities and Exchange Commission.

                                    # # #


______________________________________________________________________________

                    TRANS WORLD ENTERTAINMENT CORPORATION

                            **** NEWS RELEASE ****
______________________________________________________________________________


            MWW/Strategic Communications, Inc.
            Public Relations (201) 507-9500
            Media Contact:      Michael Kempner - [email protected]
                                Rob Swadosh - [email protected]
            Investor Contact:   Robert Ferris - [email protected]

    TRANS WORLD ENTERTAINMENT CORPORATION CLOSES ON
    ACQUISITION OF THE STRAWBERRIES CHAIN

    Acquires 90 Freestanding and Strip Center Locations

    Albany,  NY,  October  9,  1997  --  Trans World Entertainment Corporation
    (Nasdaq  National  Market:   TWMC)  today  announced  the  closing  of its
    acquisition of Strawberries, a  privately-held  retailer  of  pre-recorded
    music  and video.  The Company acquired substantially all of Strawberries'
    assets, including  merchandise  inventory,  fixed  and  other assets.  The
    Company will operate Strawberries' at 90  freestanding  and  strip  center
    locations  which  are primarily located in the New England and Washington,
    D.C. markets.
    
    Robert  J.  Higgins,  Chairman,  Chief  Executive Officer and President of
    Trans  World  commented,  "The   acquisition  of  the  Strawberries  chain
    represents  a  logical  progression  in  our  overall   growth   strategy,
    significantly increasing our market share in the Northeast."
    
    Trans  World  Entertainment  operates  461   retail   stores   in   malls,
    freestanding  and  strip  center  locations under several names, including
    Coconuts Music  and  Movies,  Record  Town,  Saturday  Matinee  and F.Y.E.
    Additionally, the Company now operates 90 freestanding  and  strip  center
    locations under the Strawberries and Waxie/Maxie names.
    
Certain  statements  in  this report set forth management's intentions, plans,
beliefs, expectations or predictions of the  future based on current facts and
analyses.  Actual results may differ materially from those indicated  in  such
statements.   Additional  information  on factors that may affect the business
and financial results of the Company  can  be  found in filings of the Company
with the Securities and Exchange Commission.

                                    # # #


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