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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
February 25, 1999
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(Date of earliest event reported)
Trans World Gaming Corp.
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(Exact name of registrant as specified in its charter)
Nevada 0-25244 13-3738518
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Penn Plaza, Suite 1503 New York, New York 10119-0002
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(Address of principal executive offices) (Zip Code)
(212) 563-3355
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 5 Pages
Exhibit Index appears on Page 4
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ITEM 4. Change In Registrant's Certifying Accountant
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(a) Resignation of Pannell Kerr Forster PC
The last audit of the financial statements of Trans World Gaming Corp. (the
"Registrant") was completed by Pannell Kerr Forster PC ("PKF") as the
Registrant's independent accountants, for the fiscal year ended December 31,
1997. At such time, the Registrant, a Nevada corporation, operated from its
main offices located in New York, New York and in London, England and maintained
its core business operations in the States of Louisiana and Colorado and an
additional operation in the country of Azerbaijan (which subsequently was
closed by order of the Azerbaijani government in January 1998). During 1998,
the Registrant acquired casinos, and commenced operations, in the Czech
Republic towns of Ceska Kubice and Rozvadov, as well as in Zaragoza, Spain.
In August, 1998, PKF informally indicated that it did not wish to act as the
Registrant's independent auditor for the year ended December 31, 1998 and that
it would decline to stand for reelection to audit the Registrant's financial
statements for the year ended December 31, 1999, whereupon the Registrant
immediately began to search for a replacement accountant, as described below
in Item 4(b). On February 25, 1999, PKF tendered its formal resignation to
the Registrant without having performed an audit for the Registrant's fiscal
year ended December 31, 1998.
During the previous two audited fiscal years, except as described below,
no audit report of PKF on the financial statements of the Registrant has
contained any adverse opinion or disclaimer of opinion; nor has such a report
been qualified or modified as to uncertainty, audit scope, or accounting
principles. However, PKF's reports for the fiscal years ended December 31,
1996 and 1997 state that the consolidated financial statements were prepared
assuming that the Registrant would continue as a going concern. Furthermore,
PKF expressed substantial doubt as to the Registrant's ability to continue
as a going concern due to the fact that the Registrant, at and as of such
dates had neither established a trend of profitable operations nor sufficient
cash flow and had working capital and net capital deficiencies.
During the years ended December 31, 1996 and 1997 and the subsequent interim
period preceding February 25, 1999, there were no disagreements between the
Registrant and PKF.
For the purposes of this Report, the term "disagreement" means any disagree-
ment between the personnel of the Registrant responsible for presentation of the
Registrant's financial statements and any personnel of PKF responsible for
rendering PKF's report on the Registrant's financial statements on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which disagreements, if not resolved to the
satisfaction of PKF, would have caused PKF to make reference to the subject
matter of the disagreement in connection with their report.
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The Registrant has provided PKF with a copy of this Current Report on Form
8-K prior to filing this Report with the Securities and Exchange Commission (the
"Commission").
PKF has provided the Registrant a letter, addressed to the Commission, which
is filed as Exhibit 16.1 to this Report.
(b) Appointment of Rothstein, Kass & Company, P.C.
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As discussed above, upon receipt of notice from PKF that it would resign and
not stand for reelection as the Registrant's independent accountant, the
Registrant began its search for a new independent accountant in September, 1998.
The search was complicated by the Registrant's recently expanded foreign
operations, which made it difficult or impossible for many accountancy firms
to accept an engagement by the Registrant due to lack of personnel and/or
resources in each of the United States, Spain and the Czech Republic.
On February 19, 1999, the Registrant and Rothstein, Kass & Company, P.C.
("RKC") signed a letter of engagement whereby RKC agreed to perform an audit
of the Registrant, including its foreign operations, for the fiscal year ended
December 31, 1998 and to continue as the Registrant's independent accountant for
the fiscal year ending December 31, 1999.
RKC will begin its examination of the Registrant for purposes of conducting
the 1998 audit this month. Because PKF did not perform the 1998 audit and
because the Registrant was unable to engage a willing and capable independent
accountant prior to February 19, 1999, the Registrant anticipates that RKC will
be unable to complete its audit of the Registrant's fiscal year ended December
31, 1998 in time for the Registrant to timely file its required annual report on
Form 10-KSB. Accordingly, the Registrant intends to file with the Commission a
Form 12b-25-"Notification of Inability to File a Timely 10-KSB" citing the
late-starting audit as the reason therefor.
Prior to the date of engagement of RKC, the Registrant had not consulted
with RKC regarding the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on the
Registrant's financial statements.
The decision to accept the engagement of RKC as the Registrant's independent
accountant was recommended by the Audit Committee and approved by the Board of
Directors of the Registrant.
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ITEM 7. Financial Statements and Exhibits
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(a) Financial Statements.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Exhibit Number Description
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16.1 Letter of PKF dated February 25, 1999
regarding their resignation.
16.2 Letter of PKF dated February 25, 1999
regarding the Form 8-K.
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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 under-
signed thereunto duly authorized.
TRANS WORLD GAMING CORP.
Date: February 25, 1999 By: /s/ Dominick J. Valenzano
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Dominick J. Valenzano
Chief Financial Officer
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Exhibit 16.1
(PKF WORLDWIDE LOGO) PANNELL
KERR
FORSTER PC
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Certified Public Accountants
420 Lexington Avenue
New York, NY 10170
Telephone (212) 867-8000
Telefax (212) 687-4346
February 25, 1999
Mr. Dominick J. Valenzano
Chief Financial Officer
Trans World Gaming Corp.
One Penn Plaza, Suite 1503
New York, NY 10119-0002
Dear Mr. Valenzano:
This is to confirm that the client-auditor relationship between Trans World
Gaming Corp. (Commission File Number 0-25244) and Pannell Kerr Forster PC has
ceased.
Very truly yours,
/s/ Pannell Kerr Forster PC
Pannell Kerr Forster PC
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
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Exhibit 16.2
(PKF WORLDWIDE LOGO) PANNELL
KERR
FORSTER PC
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Certified Public Accountants
420 Lexington Avenue
New York, NY 10170
Telephone (212) 867-8000
Telefax (212) 687-4346
February 25, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have read item 4 of the Current Report on Form 8-K of Trans World Gaming
Corp. and we agree with the statements contained therein as they relate to our
firm.
Very truly yours,
/s/ Pannell Kerr Forster PC
Pannell Kerr Forster PC
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