TRANS WORLD CORPORATION
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
89336R207
|
|
(Title of class of securities)
|
(CUSIP number)
|
December 31, 2012
|
(Date of Event Which Requires Filing of this Statement)
|
o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
CUSIP No.
|
89336R207
|
13G
|
Page 2
|
1
|
NAME OF REPORTING PERSONS:
|
SC FUNDAMENTAL VALUE FUND, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
310,000
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
0
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
310,000
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
310,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
3.5%
|
12
|
TYPE OF REPORTING PERSON:
|
PN
|
CUSIP No.
|
89336R207
|
13G
|
Page 3
|
1
|
NAME OF REPORTING PERSONS:
|
SC FUNDAMENTAL LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
New York
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
310,000
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
310,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
310,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
3.5%
|
12
|
TYPE OF REPORTING PERSON:
|
OO
|
CUSIP No.
|
89336R207
|
13G
|
Page 4
|
1
|
NAME OF REPORTING PERSONS:
|
SC FUNDAMENTAL VALUE BVI, LTD.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
British Virgin Islands
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
0
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
0%
|
12
|
TYPE OF REPORTING PERSON:
|
CO
|
CUSIP No.
|
89336R207
|
13G
|
Page 5
|
1
|
NAME OF REPORTING PERSONS:
|
SC-BVI PARTNERS
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
0
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
0%
|
12
|
TYPE OF REPORTING PERSON:
|
PN
|
CUSIP No.
|
89336R207
|
13G
|
Page 6
|
1
|
NAME OF REPORTING PERSONS:
|
PMC-BVI, INC.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
0
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
0%
|
12
|
TYPE OF REPORTING PERSON:
|
CO
|
CUSIP No.
|
89336R207
|
13G
|
Page 7
|
1
|
NAME OF REPORTING PERSONS:
|
SC FUNDAMENTAL BVI, INC.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
0
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
0%
|
12
|
TYPE OF REPORTING PERSON:
|
CO
|
CUSIP No.
|
89336R207
|
13G
|
Page 8
|
1
|
NAME OF REPORTING PERSONS:
|
PETER M. COLLERY
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
310,000
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
310,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
310,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
3.5%
|
12
|
TYPE OF REPORTING PERSON:
|
IN
|
CUSIP No.
|
89336R207
|
13G
|
Page 9
|
1
|
NAME OF REPORTING PERSONS:
|
NEIL H. KOFFLER
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
310,000
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
310,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
310,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
3.5%
|
12
|
TYPE OF REPORTING PERSON:
|
IN
|
CUSIP No.
|
89336R207
|
13G
|
Page 10
|
1
|
NAME OF REPORTING PERSONS:
|
JOHN T. BIRD
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
310,000
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
310,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
310,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
3.5%
|
12
|
TYPE OF REPORTING PERSON:
|
IN
|
CUSIP No.
|
89336R207
|
13G
|
Page 11
|
1
|
NAME OF REPORTING PERSONS:
|
DAVID A. HURWITZ
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER:
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER:
|
310,000
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER:
|
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER:
|
310,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
310,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
3.5%
|
12
|
TYPE OF REPORTING PERSON:
|
IN
|
Item 1(a)
|
Name of Issuer:
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a)
|
Name of Persons Filing:
|
|
(i)
|
SC Fundamental Value Fund, L.P.
|
|
(ii)
|
SC Fundamental LLC
|
|
(iii)
|
SC Fundamental Value BVI, Ltd.
|
|
(iv)
|
SC-BVI Partners
|
|
(v)
|
PMC-BVI, Inc.
|
|
(vi)
|
SC Fundamental BVI, Inc.
|
|
(vii)
|
Peter M. Collery
|
|
(viii)
|
Neil H. Koffler
|
|
(ix)
|
John T. Bird and
|
|
(x)
|
David A. Hurwitz (collectively, the “Reporting Persons”)
|
Item 2(b)
|
Address of Principal Business Office or, if None, Residence:
|
Item 2(c)
|
Citizenship:
|
Item 2(d)
|
Title of class of securities:
|
Item 2(e)
|
CUSIP No.:
|
Item 3
|
If This Statement Is Filed Pursuant To Rule 13d-1(b), Or 13d-2(b) Or (c), Check Whether The Person Filing Is:
|
|
(a)
|
¨ Broker or dealer registered under Section 15 of the Exchange Act;
|
|
(b)
|
¨ Bank as defined in Section 3(a)(6) of the Exchange Act;
|
|
(c)
|
¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;
|
|
(d)
|
¨ Investment company registered under Section 8 of the Investment Company Act;
|
|
(e)
|
¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨ An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
(i)
|
¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
(j)
|
¨ A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J);
|
|
(k)
|
¨ Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
|
|
If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:
|
Item 4
|
Ownership
|
Item 5
|
Ownership Of Five Percent Or Less Of A Class
|
Item 6
|
Ownership Of More Than Five Percent On Behalf Of Another Person
|
Item 7
|
Identification And Classification Of The Subsidiary Which Acquired The Security Being Reported On By The Parent Holding Company Or Control Person
|
Item 8
|
Identification And Classification Of Members Of The Group
|
Item 9
|
Notice Of Dissolution Of Group
|
Item 10
|
Certification
|
SC FUNDAMENTAL VALUE FUND, L.P.
|
|||
By:
|
SC Fundamental LLC, as General Partner
|
||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Member
|
|||
SC FUNDAMENTAL LLC
|
|||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Member
|
|||
SC FUNDAMENTAL VALUE BVI, LTD.
|
|||
By:
|
SC Fundamental BVI, Inc., as managing general partner of investment manager
|
||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Vice President
|
|||
SC-BVI PARTNERS
|
|||
By:
|
SC Fundamental BVI, Inc., as managing general partner
|
||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Vice President
|
|||
PMC-BVI, INC.
|
|||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Secretary
|
SC FUNDAMENTAL BVI, INC.
|
|||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Vice President
|
|||
/s/ Neil H. Koffler | |||
Neil H. Koffler as Attorney-in-Fact for
|
|||
Peter M. Collery (1)
|
|||
/s/ Neil H. Koffler | |||
Neil H. Koffler
|
|||
/s/ Neil H. Koffler | |||
Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)
|
|||
/s/ Neil H. Koffler | |||
Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)
|
(1)
|
Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached hereto as Exhibit 3.
|
(2)
|
Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.
|
(3)
|
Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.
|
Exhibit No.
|
Document
|
|
Joint Filing Agreement, dated January 24, 2013, among SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC Fundamental Value BVI, Ltd., SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz, to file this Amendment No. 6 to the joint statement on Schedule 13G.
|
||
Identity of Members of Group.
|
||
Power of Attorney, dated as of January 24, 2013, appointing Neil H. Koffler as attorney-in-fact for Peter M. Collery.
|
SC FUNDAMENTAL VALUE FUND, L.P.
|
|||
By:
|
SC Fundamental LLC, as General Partner
|
||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Member
|
|||
SC FUNDAMENTAL LLC
|
|||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Member
|
|||
SC FUNDAMENTAL VALUE BVI, LTD.
|
|||
By:
|
SC Fundamental BVI, Inc., as managing general partner of investment manager
|
||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Vice President
|
|||
SC-BVI PARTNERS
|
|||
By:
|
SC Fundamental BVI, Inc., as managing general partner
|
||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Vice President
|
PMC-BVI, INC.
|
|||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Secretary
|
|||
SC FUNDAMENTAL BVI, INC.
|
|||
By:
|
/s/ Neil H. Koffler | ||
Neil H. Koffler, Vice President
|
|||
/s/ Neil H. Koffler | |||
Neil H. Koffler as Attorney-in-Fact for Peter M. Collery (1) | |||
/s/ Neil H. Koffler | |||
Neil H. Koffler | |||
/s/ Neil H. Koffler | |||
Neil H. Koffler as Attorney-in-Fact for John T. Bird (2) | |||
/s/ Neil H. Koffler | |||
Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3) |
(1)
|
Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached hereto as Exhibit 3.
|
(2)
|
Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.
|
(3)
|
Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.
|
Name of Attorney:
|
Neil H. Koffler
|
/s/ Peter M. Collery | |
Peter M. Collery
|
|
Attest:
|
|
/s/ Brendan Tyne |
Name:
|
Brendan Tyne |