-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GdFIu0Pw2YRSjuWcHQuTOrJrRM74vSTbcYC6Zz4holZP1CpEItiRPMkzCPahw0cP dxFNV5614k7OCnjpq6paPQ== 0000728612-00-000002.txt : 20000202 0000728612-00-000002.hdr.sgml : 20000202 ACCESSION NUMBER: 0000728612-00-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000795212 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 141541629 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-37985 FILM NUMBER: 507056 BUSINESS ADDRESS: STREET 1: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 BUSINESS PHONE: 5184521242 MAIL ADDRESS: STREET 1: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD MUSIC CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH PIERCE FENNER & SMITH INC CENTRAL INDEX KEY: 0000728612 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: NORTH TOWER WORLD FINANCIAL CENTER STREET 2: NORTH TOWER WORLD FINANCIAL CENTER 5TH F CITY: NEW YORK STATE: NY ZIP: 10281-1323 BUSINESS PHONE: 2124496202 MAIL ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: NORTH TOWER 23RD FL CITY: NEW YORK STATE: NY ZIP: 10281-1323 SC 13G 1 INITIAL 13G ------------------------------ OMB APPROVAL ------------------------------ OMB Number Expires: Estimated average burden hours per response .......14.9 ------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) - -------------------------------------------------------------------------------- (Name of Issuer) Trans World Entertainment Corporation (Title of Class of Securities) Common Stock (CUSIP Number) 89336Q100 December 31, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) *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 the disclosures provided in a prior cover page. The information required in 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 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). USIP No. 89336Q100 13G ________________________________________________________________________________ (1) Name of Reporting Persons I.R.S Identification nos. of Above Persons (entities only) Merrill Lynch, Pierce, Fenner & Smith Incorporated #13-5674085 ________________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (See instructions) (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Citizenship or Place of Organization Delaware ________________________________________________________________________________ Number of Shares (5) Sole Voting Power None Beneficially _________________________________________________________________ Owned (6) Shared Voting Power 2,727,985 By Each _______________________________________________________________ Reporting (7) Sole Dispositive Power None Person _______________________________________________________________ With (8) Shared Dispositive Power 2,727,985 ________________________________________________________________________________ (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,727,985 ________________________________________________________________________________ (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ________________________________________________________________________________ (11) Percent of Class Represented by Amount in Row (9) 5.1% ________________________________________________________________________________ (12) Type of Reporting Person (see instructions) BD,CO ________________________________________________________________________________ (14) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) ________________________________________________________________________________ CUSIP No. 89336Q100 13G ________________________________________________________________________________ Item 1(a) Name of Issuer: Trans World Entertainment Corporation (the 'Company') ________________________________________________________________________________ Item 1(b) Address of Issuer's Principal Executive Offices: 38 Corporate Circle Albany, NY 12203 ________________________________________________________________________________ Item 2(a) Name of Person Filing: Merrill Lynch, Pierce, Fenner & Smith Incorporated ________________________________________________________________________________ Item 2(b) Address of Principal Business Office, or if None, Residence: Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center, North Tower 250 Vesey Street New York, New York 10281 _______________________________________________________________________________ Item 2(c) Citizenship: SEE ITEM 4 OF COVER PAGES ________________________________________________________________________________ Item 2(d) Title of Class of Securities: SEE COVER PAGE ________________________________________________________________________________ Item 2(e) CUSIP Number: SEE COVER PAGE ________________________________________________________________________________ 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: a. [X] 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. [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). CUSIP No. 89336Q100 13G Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. a. Amount Beneficially Owned: SEE ITEM 9 OF COVER PAGES Pursuant to Section 240.13d-4, MLPF&S (the 'Reporting Person') disclaims beneficial ownership of the securities of the Company referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities of the Company covered by this statement, other than certain securities of the Company held in MLPF&S proprietary accounts. b. Percent of class: SEE ITEM 11 OF COVER PAGES c. Number of shares as to which such person has: i. Sole power to vote or to direct the vote: SEE ITEM 5 OF COVER PAGES ii. Shared power to vote or to direct the vote: SEE ITEM 6 OF COVER PAGES iii. Sole power to dispose or to direct the disposition of: SEE ITEM 7 OF COVER PAGES iv. Shared power to dispose or to direct the disposition of SEE ITEM 8 OF COVER PAGES _____________________________________________________________________________ Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more that 5 percent of the class of securities, check the following [ ]. NOT APPLICABLE ________________________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. NOT APPLICABLE ________________________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. NOT APPLICABLE ________________________________________________________________________________ Item 8. Identification and Classification of Members of the Group. NOT APPLICABLE ________________________________________________________________________________ Item 9. Notice of Dissolution of Group. NOT APPLICABLE ________________________________________________________________________________ CUSIP No. 89336Q100 13G Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. - -------------------------------------------------------------------------------- Dated: January 13, 2000 Merrill Lynch, Pierce, Fenner & Smith Incorporated - -------------------------------------------------------------------------------- /s/ Andrea Lowenthal - -------------------------------------------------------------------------------- Signature Andrea Lowenthal/Attorney-in-fact* - -------------------------------------------------------------------------------- Name/Title * Signed pursuant to a Power of Attorney, dated November 17, 1995, a copy of which is attached hereto as Exhibit A. Exhibit A to Schedule 13G Power of Attorney The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the 'Corporation') a corporation duly organized under the laws of Delaware, with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York 10281 does hereby make, constitute and appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual from time to time elected or appointed as secretary or an assistant secretary of the Corporation, acting severally, each of whose address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey Street, New York, New York 10281, as its true and lawful attorneys-in-fact, for it and in its name, place and stead (i) to execute on behalf of the Corporation and cause to be filed and/or delivered, as required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, as appropriate, of original, copies, or electronic filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any amendments and joint filing agreements under Rule 13d-1(f) (1) of the Act, as may be required thereto) to be filed and/or delivered with respect to any equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which must be reported by the undersigned pursuant to Section 13(d) of the Act and the regulations thereunder, (ii) and generally to take such other actions and perform such other things necessary to effectuate the foregoing as fully in all respects as if the undersigned could do if personally present. This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 17th day of November 1995. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ David H. Komansky Name: David H. Komansky Title: President and Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----