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): April 22, 1999
TRANS WORLD ENTERTAINMENT CORPORATION
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(Exact name of registrant as specified in its charter)
New York 0-14818 14-1541629
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) dentification No.)
38 Corporate Circle, Albany, New York 12203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 452-1242
None
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On April 22, 1999, the registrant, Trans World Entertainment Corporation, a
New York corporation, acquired Camelot Music Holdings, Inc., a Delaware
corporation, pursuant to the merger of CAQ Corporation, a Delaware corporation
and wholly owned subsidiary of Trans World, with and into Camelot. The merger
was effected pursuant to an Agreement and Plan of Merger, dated as of October
26, 1998, by and among Trans World, CAQ and Camelot. Upon completion of the
merger, Camelot became a wholly owned subsidiary of Trans World.
In the merger, each share of common stock, par value $.01 per share, of
Camelot was converted into the right to receive 1.90 shares of common stock, par
value $.01 per share, of Trans World. In addition, options and other rights to
acquire Camelot common stock outstanding immediately prior to the completion of
the merger, whether or not then exercisable, were converted into fully vested
and exercisable options and other rights to acquire Trans World common stock on
the terms set forth in the merger agreement. As a result, Trans World will issue
approximately 20.7 million shares of its common stock in the aggregate in
connection with the merger.
For additional information regarding the merger, we refer you to the joint
proxy statement/prospectus dated March 29, 1999 filed as a part of Trans World's
Registration Statement on Form S-4, No. 333-75231, filed on March 29, 1999, as
amended by Amendment No. 1 on Form S-4/A filed on March 30, 1999, which is
incorporated by reference in this report. We also refer you to Trans World's
press release announcing the completion of the merger. A copy of the press
release is attached as Exhibit 99.1 to this report and is incorporated by
reference in this report.
Item 5. Other Events.
At a special meeting held on April 22, 1999, the stockholders of Trans
World approved a proposal to amend Trans World's certificate of incorporation to
increase the number of authorized shares of Trans World common stock from
50,000,000 to 200,000,000 and authorized the issuance of up to 20,685,608 shares
of Trans World common stock in connection with the merger. In addition, the
stockholders of Trans World approved a proposal to amend Trans World's
certificate of incorporation to adopt a classified board of directors and
elected two new directors to the board, effective upon completion of the merger.
For additional information, we refer you to the joint proxy
statement/prospectus dated March 29, 1999 filed as a part of Trans World's
Registration Statement on Form S-4, No. 333-75231, filed on March 29, 1999, as
amended by Amendment No. 1 on Form S-4/A filed on March 30, 1999, which is
incorporated by reference in this report. We also refer you to Trans World's
press release announcing the
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completion of the merger. A copy of the press release is attached as Exhibit
99.1 to this report and is incorporated by reference in this report.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The financial statements
required by this item are not included in this report. The financial statements
will be filed by amendment within 75 days after April 22, 1999.
(b) Pro forma financial information. The pro forma financial information
required by this item is not included in this report. The pro forma financial
information will be filed by amendment within 75 days after April 22, 1999.
(c) Exhibits. The following exhibits are filed as part of this report and
incorporated by reference in this report:
Exhibit
No. Description
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2 Agreement and Plan of Merger, dated as of October 26, 1998, by and
among Trans World Entertainment Corporation, CAQ Corporation and
Camelot Music Holdings, Inc. -- incorporated by reference to Exhibit
2.1 to Trans World's Registration Statement on Form S-4, No.
333-75231, as filed on March 29, 1999, as amended by Amendment No. 1
on Form S-4/A as filed on March 30, 1999.
4.1 Restated Certificate of Incorporation -- incorporated by reference to
Exhibit 3.1 to Trans World's Annual Report on Form 10-K for the fiscal
year ended January 29, 1994. Commission File No. 0-14818.
4.2 Certificate of Amendment to the Certificate of Incorporation --
incorporated by reference to Exhibit 3.1 to Trans World's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 29, 1994.
Commission File No. 0-14818.
4.3 Certificate of Amendment to the Certificate of Incorporation --
incorporated by reference to Exhibit 3.4 to Trans World's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998.
Commission File No. 0-14818.
4.5 Certificate of Amendment to the Certificate of Incorporation.
99.1 Press Release dated April 22, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities 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
Date: April 22, 1999 /s/ JOHN J. SULLIVAN
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John J. Sullivan
Senior Vice President-Finance, Chief
Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit
No. Description
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2 Agreement and Plan of Merger, dated as of October 26, 1998, by and
among Trans World Entertainment Corporation, CAQ Corporation and
Camelot Music Holdings, Inc. -- incorporated by reference to Exhibit
2.1 to Trans World's Registration Statement on Form S-4, Registration
No. 333-75231, as filed on March 29, 1999, as amended by Amendment No.
1 on Form S-4/A as filed on March 30, 1999.
4.1 Restated Certificate of Incorporation -- incorporated by reference to
Exhibit 3.1 to Trans World's Annual Report on Form 10-K for the fiscal
year ended January 29, 1994. Commission File No. 0-14818.
4.2 Certificate of Amendment to the Certificate of Incorporation --
incorporated by reference to Exhibit 3.1 to Trans World's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 29, 1994.
Commission File No. 0-14818.
4.3 Certificate of Amendment to the Certificate of Incorporation --
incorporated by reference to Exhibit 3.4 to Trans World's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998.
Commission File No. 0-14818.
4.5 Certificate of Amendment to the Certificate of Incorporation.
99.1 Press Release dated April 22, 1999.
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Exhibit 4.5
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF TRANS WORLD ENTERTAINMENT CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being the President and Secretary of Trans World Entertainment
Corporation, do hereby certify:
1. The name of the corporation is Trans World Entertainment Corporation.
The name under which the corporation was originally incorporated is Trans World
Music Corp.
2. The certificate of incorporation of said corporation was filed by the
Department of State on the 7th day of February, 1972.
3. The certificate of incorporation is amended to increase the aggregate
number of shares the corporation is authorized to issue. The first two sentences
of paragraph "Fourth" of the certificate of incorporation which refers to the
authorized shares is amended to read as follows:
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"FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 205,000,000. Of said shares, 5,000,000 shares shall
be of a class designated as Preferred Stock with a par value of $.01 each and
200,000,000 shares shall be of a class designated as Common Stock with a par
value of $.01 each."
4. The certificate of incorporation is also amended by adding a new
Paragraph "Ninth" in the following form:
"NINTH: 1) The number of Directors of the Corporation shall be fixed by
resolution duly adopted from time to time by a majority of the entire Board of
Directors; provided, however, that any decrease in the number of Directors shall
not shorten the term of any incumbent Director.
2) The Directors, shall be classified, with respect to the term for which
they hold office, into three classes, as nearly equal in number as possible. The
initial Class 1 Directors shall serve for a term expiring at the annual meeting
of shareholders to be held in 1999, the initial Class 2 Directors shall serve
for a term expiring at the annual meeting of shareholders to be held in 2000,
the initial Class 3 Directors shall serve for a term expiring at the annual
meeting of shareholders to be held in 2001 and, in each case, until their
successors are duly elected and qualified. At each annual meeting of
shareholders, the successor or successors of the class of Directors whose term
expires at that meeting shall be elected by a plurality of votes cast at such
meeting and shall hold office for a term expiring
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at the annual meeting of shareholders held in the third year following the year
of their election, and until their successors are duly elected and qualified.
3) Any and all vacancies in the Board of Directors, however occurring,
including without limitation, by reason of an increase in size of the Board of
Directors, or death, resignation, disqualification or removal of a Director,
shall be filled solely by the affirmative vote of a majority of the remaining
Directors then in office, even if less than a quorum of the Board of Directors.
When the number of Directors is increased or decreased, the Board of Directors
shall determine the class or classes to which the increased or decreased number
of Directors shall be apportioned; provided, however, that any Director who is
appointed to the Board of Directors shall not be classified until the next
annual meeting of shareholders. In no case shall a decrease in the number of
Directors shorten the term of any incumbent Director."
5. These amendments to the certificate of incorporation of Trans World
Entertainment Corporation were authorized by the unanimous written consent of
the Board of Directors followed by a vote of the holders of a majority of all
outstanding shares of capital stock entitled to vote thereon at a meeting of the
shareholders.
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IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate of amendment on this 22nd day of April, 1999, and we hereby affirm
the statements contained therein as true under penalties of perjury.
/s/ Robert J. Higgins
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Robert J. Higgins, President
/s/ Matthew H. Mataraso
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Matthew H. Mataraso, Secretary
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Exhibit 99.1
TRANS WORLD ENTERTAINMENT CORPORATION
Contact: John Sullivan
Chief Financial Officer
(518) 452-1242 ext. 400
THE MWW GROUP
Investor Relations: (201) 507-9500
Contact: Robert Ferris -- [email protected]
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SHAREHOLDERS APPROVE TRANS WORLD ENTERTAINMENT/CAMELOT MUSIC HOLDINGS MERGER
Albany, NY, April 22, 1999 -- Trans World Entertainment Corporation (Nasdaq
National Market: TWMC) announced that its has closed on the merger with Camelot
Music Holdings (OTC BB: CMHDA). The merger was approved today at special
shareholder meetings held separately by the Company and Camelot Music Holdings.
Each Camelot shareholder will receive 1.9 newly issued shares of Trans World
Entertainment common stock for each Camelot share, resulting in the issuance of
approximately 20.7 million new shares. The transaction will be accounted for as
a tax-free pooling-of-interests and is expected to be immediately accretive to
earnings.
"With over a billion in sales and 1,000 retail outlets, this merger creates
the largest music retailer in the nation," said Robert J. Higgins, Chairman and
Chief Executive Officer of Trans World Entertainment Corporation. "The
combination of the two companies creates a single entity with increased
financial strength, highly efficient operations and the strongest and most
recognized group of music industry brand names. We are extremely excited about
this merger and the value it brings to our shareholders."
-more-
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Mr. Higgins will retain the titles of Chairman, CEO and President of the
combined company, which will operate under the name Trans World Entertainment
Corporation. In addition, the combined company has named Michael Solow and
George Zoffinger, both former Directors of Camelot Music Holdings, to be outside
directors of the combined Company's Board of Directors.
Trans World Entertainment is a leading specialty retailer of music and
video products. The Company operates 498 retail stores in 33 states, the
District of Columbia, the U.S. Virgin Islands and an e-commerce site,
www.twec.com. Mall locations include Record Town, Saturday Matinee and F.Y.E.
Freestanding locations include Coconuts Music and Movies, Strawberries Music,
and Planet Music.
Camelot Music Holdings operates 482 retail stores in 37 states and Puerto
Rico under the names Camelot Music, The Wall and Spec's.
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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