<PAGE>
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) June 11, 1999
---------------
Trans World Entertainment Corporation
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 0-14818 14-1541629
----------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
38 Corporate Circle, Albany, New York 12203
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 452-1242
-------------
None.
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
On April 22 , 1999, the registrant, Trans World Entertainment
Corporation ("Trans World"), a New York corporation, acquired
all of the issued and outstanding common stock of Camelot Music
Holdings, Inc.("Camelot"), a Delaware corporation, pursuant to the
terms of an Agreement and Plan of Merger, dated October 26, 1998, by
CAQ Corporation, a Delaware corporation and wholly owned subsidiary
of Trans World, with and into Camelot. Upon completion of the
merger, Camelot became a wholly owned subsidiary of Trans World.
In connection with the acquisition, Trans World is providing combined
sales and net loss results covering the nine-week period from
March 28, 1999 through May 29, 1999, which include more than 30 days
of post-merger combined operations. Sales for the nine-week period
ended May 29, 1999 were $186.6 million. The net loss for the same
period was $13.6 million, and included a pretax charge of $25.7
million for merger-related expenses.
<PAGE>
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 hereunto duly authorized.
Dated: June 11, 1999
TRANS WORLD ENTERTAINMENT CORPORATION
By: /s/ John J. Sullivan
--------------------
Name: John J. Sullivan
Title: Senior Vice President and
Chief Financial Officer
