SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
TRANS WORLD ENTERTAINMENT CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
89336Q100
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 28, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
<PAGE>
CUSIP No. 89336Q100
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): WC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 2,761,581*
Shares Beneficially -------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting -------------------------------------
Person With 9) Sole Dispositive Power: 2,761,581*
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10) Shared Dispositive Power: 0
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________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,761,581*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 5.2%*
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14) Type of Reporting Person (See Instructions): IA
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* 373,500 shares (0.7%) of the Trans World Entertainment Corporation common
stock, par value $.01 per share (the "Common Stock"), are owned by Cerberus
Partners, L.P., a limited partnership organized under the laws of Delaware
("Cerberus"). 374,300 shares (0.7%) of the Common Stock are owned by
Cerberus Institutional Partners, L.P., a limited partnership organized
under the laws of Delaware ("Institutional"). 982,550 shares (1.9%) of the
Common Stock are owned by Cerberus International, Ltd., a corporation
organized under the laws of the Bahamas ("International"). 1,031,231 shares
(2.0%) of the Common Stock are owned in the aggregate by certain private
investment funds (collectively, the "Funds"). Stephen Feinberg possesses
sole power to vote and direct the disposition of all shares of the Common
Stock owned by each of Cerberus, Institutional, International and the
Funds. See Item 5 for further information.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Trans World Entertainment Corporation (the "Company"),
whose principal executive offices are located at 38 Corporate Circle, Albany,
New York 12203.
Item 2. Identity and Background.
The natural person filing this statement is Stephen Feinberg, whose
business address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr.
Feinberg serves as: (i) the managing member of Cerberus Associates, L.L.C., the
general partner of Cerberus Partners, L.P. ("Cerberus"); and (ii) the investment
manager for each of Cerberus Institutional Partners, L.P. ("Institutional"),
Cerberus International, Ltd. ("International") and certain other private
investment funds (collectively, the "Funds"). Cerberus, Institutional,
International and the Funds are engaged in the investment in personal property
of all kinds, including but not limited to capital stock, depository receipts,
investment companies, mutual funds, subscriptions, warrants, bonds, notes,
debentures, options and other securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of the Common Stock on behalf of
each of Cerberus, Institutional, International and the Funds came directly from
the assets of each of Cerberus, Institutional, International and the Funds,
respectively. The aggregate amount of funds used in making the purchases
reported on this Schedule 13D was approximately $18,861,382.
Item 4. Purpose of Transaction.
The acquisition of the shares of Common Stock referred to in Item 5
below is for investment purposes on behalf of each of Cerberus, Institutional,
International and the Funds, respectively. Stephen Feinberg has no present plans
or intentions which relate to or would result in any of the transactions
referred to in Item 5 below being required to be described in this Item 4.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended July 31, 1999, as of August 28, 1999
there were outstanding 52,707,405 shares of the Common Stock. As of October 28,
1999, 373,500 shares (0.7%) of the Common Stock are owned by Cerberus; 374,300
shares (0.7%) of the Common Stock are owned by Institutional; 982,550 shares
<PAGE>
(1.9%) of the Common Stock are owned by International; and 1,031,231 shares
(2.0%) of the Common Stock are owned in the aggregate by the Funds. Stephen
Feinberg possesses sole power to vote and direct the disposition of all shares
of the Common Stock owned by each of Cerberus, Institutional, International and
the Funds. Therefore, for the purposes of Section 240.13d-3, Stephen Feinberg is
deemed to be the beneficial owner of 2,761,581 shares (5.2%) of the Common
Stock.
The following table details the transactions during the past sixty
days, each of which was effected in an ordinary brokerage transaction, in the
Common Stock by Mr. Feinberg or any other person or entity controlled by him or
any person or entity for which he possesses voting or investment control over
the securities thereof:
I. Cerberus Partners, L.P.
(Purchases)
Date Quantity Price
October 20, 1999 63,000 $10.87
October 21, 1999 2,500 $10.68
October 22, 1999 5,000 $10.62
October 25, 1999 4,000 $10.46
October 26, 1999 9,600 $10.62
October 27, 1999 6,300 $10.47
October 28, 1999 40,500 $10.56
(Sales)
NONE
II. Institutional
(Purchases)
Date Quantity Price
September 14, 1999 240,000 $11.68
October 20, 1999 65,000 $10.87
October 21, 1999 2,600 $10.68
October 22, 1999 5,200 $10.62
October 25, 1999 4,100 $10.50
October 26, 1999 9,900 $10.62
October 27, 1999 6,500 $10.47
October 28, 1999 41,000 $10.56
(Sales)
NONE
<PAGE>
III. International
(Purchases)
Date Quantity Price
October 14, 1999 5,000 $11.75
October 20, 1999 167,000 $10.87
October 21, 1999 6,800 $10.68
October 22, 1999 13,600 $10.62
October 25, 1999 8,900 $10.46
October 25, 1999 2,000 $10.50
October 26, 1999 25,200 $10.62
October 27, 1999 16,900 $10.47
October 28, 1999 106,000 $10.56
(Sales)
NONE
IV. The Funds
(Purchases)
Date Quantity Price
September 14, 1999 466,881 $11.68
October 20, 1999 180,000 $10.87
October 21, 1999 7,200 $10.68
October 22, 1999 14,400 $10.62
October 25, 1999 11,400 $10.46
October 26, 1999 27,000 $10.62
October 27, 1999 18,100 $10.47
October 28, 1999 114,000 $10.56
(Sales)
Date Quantity Price
September 15, 1999 100,000 $11.68
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or relationships exist with
respect to any securities of the Company as between Stephen Feinberg and any
person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
November 8, 1999
/s/Stephen Feinberg
____________________________________
Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Cerberus Institutional
Partners, L.P., Cerberus
International, Ltd. and certain
private investment funds
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
