SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
February 3, 2000
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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
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 4,828,781*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 4,828,781*
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Person With 10) Shared Dispositive Power: 0
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________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,828,781*
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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): 9.1%*
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14) Type of Reporting Person (See Instructions): IA
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* 779,300 shares (1.5%) of the Trans World Entertainment Corporation (the
"Company") 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"). 666,400 shares (1.3%) of the Common Stock of
the Company are owned by Cerberus Institutional Partners, L.P., a limited
partnership organized under the laws of Delaware ("Institutional").
1,829,050 shares (3.5%) of the Common Stock of the Company are owned by
Cerberus International, Ltd., a corporation organized under the laws of the
Bahamas ("International"). 1,554,031 shares (2.9%) of the Common Stock of
the Company 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 of the Company
owned by each of Cerberus, Institutional, International and the Funds. See
Item 5 for further information.
<PAGE>
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 October 30, 1999, as of November 27,
1999 there were outstanding 53,039,697 shares of the Common Stock. As of
February 3, 2000, 779,300 shares of the Common Stock are owned by Cerberus;
666,400 shares of the Common Stock are owned by Institutional; 1,829,050 shares
of the Common Stock are owned by International and 1,554,031 shares 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 Regulation Section 240.13d-3, Stephen Feinberg is
deemed to be the beneficial owner of 4,828,781 shares of the Common Stock, or
9.1% of the shares of Common Stock outstanding.
The following table details the transactions, since the filing of
Amendment 2 to the Schedule 13D by Mr. Feinberg dated as of December 20, 1999,
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 (each of which were effected in an ordinary
brokerage transaction):
I. Cerberus
(Purchases)
Date Quantity Price
December 21, 1999 10,300 $9.59
December 28, 1999 6,700 $9.98
January 5, 2000 10,000 $10.38
February 1, 2000 13,000 $9.60
February 3, 2000 220,000 $9.56
(Sales)
NONE
<PAGE>
II. Institutional
(Purchases)
Date Quantity Price
December 21, 1999 10,800 $9.59
December 28, 1999 6,900 $9.98
January 5, 2000 11,000 $10.38
February 1, 2000 14,000 $9.60
February 3, 2000 90,000 $9.56
(Sales)
NONE
III. International
(Purchases)
Date Quantity Price
December 21, 1999 9,800 $9.59
December 21, 1999 17,500 $9.41
December 22, 1999 5,000 $10.06
December 28, 1999 17,600 $9.98
January 5, 2000 26,000 $10.38
January 27, 2000 20,000 $10.13
February 1, 2000 36,000 $9.60
February 3, 2000 330,000 $9.56
(Sales)
NONE
<PAGE>
IV. The Funds
(Purchases)
Date Quantity Price
December 21, 1999 29,100 $9.59
December 28, 1999 18,800 $9.98
January 5, 2000 28,000 $10.38
February 1, 2000 37,000 $9.60
(Sales)
NONE
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.
February 10, 2000
/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).
