SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
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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)
May 15, 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
________________________________________________________________________________
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: 5,713,581*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power:5,713,581*
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Person With 10) Shared Dispositive Power: 0
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________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,713,581*
________________________________________________________________________________
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): 11.8%*
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14) Type of Reporting Person (See Instructions): IA
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* As of May 15, 2000, 975,300 shares of Trans World Entertainment Corporation
(the "Company") common stock, par value $.01 per share (the "Common
Stock"), were owned by Cerberus Partners, L.P., a limited partnership
organized under the laws of Delaware ("Cerberus"); 666,400 shares of the
Common Stock were owned by Cerberus Institutional Partners, L.P., a limited
partnership organized under the laws of Delaware ("Institutional"); and
2,517,850 shares of the Common Stock were owned by Cerberus International,
Ltd., a corporation organized under the laws of the Bahamas
("International"). In addition, as of such date, 1,554,031 shares of the
Common Stock were 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 5. Interest in Securities of the Issuer.
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Based upon information set forth in the Company's Annual Report on
Form 10-K for the fiscal year ended January 29, 2000, as of April 26, 2000 there
were outstanding 48,356,304 shares of the Common Stock. As of May 15, 2000,
975,300 shares of the Common Stock were owned by Cerberus; 666,400 shares of the
Common Stock were owned by Institutional; 2,517,850 shares of the Common Stock
were owned by International and 1,554,031 shares of the Common Stock were 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 5,713,581 shares of the Common Stock, or 11.8% of the shares
of Common Stock deemed to be outstanding as of May 15, 2000.
The following table details the transactions since the filing by Mr.
Feinberg of Amendment No. 4 to this Schedule 13D 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
April 25, 2000 19,000 $9.62
May 15, 2000 85,000 $10.06
(Sales)
none
II. Institutional
(Purchases)
Date Quantity Price
NONE
(Sales)
NONE
<PAGE>
III. International
(Purchases)
Date Quantity Price
April 25, 2000 43,800 $9.62
May 15, 2000 200,000 $10.06
(Sales)
NONE
IV. The Funds
(Purchases)
Date Quantity Price
NONE
(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.
May 23, 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).
