-----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, P4UAxJfFfLjdzRZYcgwYGrIE2+8cavhjz4ZxJNz6VuONHWdAYZkhXkaMDTV5SPEd vaE3/b4c8I0fwrQtGAcpWw== 0001116502-06-002056.txt : 20061012 0001116502-06-002056.hdr.sgml : 20061012 20061011182402 ACCESSION NUMBER: 0001116502-06-002056 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061011 GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT, LLC GROUP MEMBERS: SACC PARTNERS. LP 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: 1934 Act SEC FILE NUMBER: 005-37985 FILM NUMBER: 061140808 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: Riley Investment Management LLC CENTRAL INDEX KEY: 0001345523 IRS NUMBER: 954799549 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 91042 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 91042 SC 13G 1 rileytranswordsc13g.htm FORM SCHEDULE 13G Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. __)*


Trans World Entertainment Corp.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


89336Q100

(CUSIP Number)



October 3, 2006

(Date of Event which Requires Filing of this Statement)


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)


———————

*

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 ("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).

 






CUSIP No.  89336Q100

13G

Page 2 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


Riley Investment Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [     ]

(b)   [ X ]

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

NUMBER OF

                              

SHARES

5

SOLE VOTING POWER


1,968,8811

BENEFICIALLY


OWNED BY

6

SHARED VOTING POWER


168,8012

EACH


REPORTING

7

SOLE DISPOSITIVE POWER


1,968,8811

PERSON


WITH

8

SHARED DISPOSITIVE POWER


168,8012

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,968,881

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[ X ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


6.38%3

12

TYPE OF REPORTING PERSON*


IA

———————

1

Because Riley Investment Management LLC has sole investment and voting power over 1,968,881 shares of Common Stock owned of record by SACC Partners LP, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

2

Riley Investment Management LLC has shared voting and dispositive power over 168,801 shares of Common Stock owned of record by investment advisory clients of Riley Investment Management LLC.  However, Riley Investment Management LLC disclaims beneficial ownership of these shares pursuant to Rule 13d-4.

3

Based on 30,839,799 shares of Common Stock outstanding at August 26, 2006, as reported in LCC International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2006 filed with the Securities and Exchange Commission on September 7, 2006.






CUSIP No.  89336Q100

13G

Page 3 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


SACC Partners, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [     ]

(b)   [ X ]

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

NUMBER OF

                              

SHARES

5

SOLE VOTING POWER


1,968,881

BENEFICIALLY


OWNED BY

6

SHARED VOTING POWER


-0-

EACH


REPORTING

7

SOLE DISPOSITIVE POWER


1,968,881

PERSON


WITH

8

SHARED DISPOSITIVE POWER


-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,968,881

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[    ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


6.38%1

12

TYPE OF REPORTING PERSON*


PN

———————

1

Based on 30,839,799 shares of Common Stock outstanding at August 26, 2006, as reported in LCC International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2006 filed with the Securities and Exchange Commission on September 7, 2006.








CUSIP No.  89336Q100

13G

Page 4 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


Bryant R. Riley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [     ]

(b)   [ X ]

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

NUMBER OF

                              

SHARES

5

SOLE VOTING POWER


1,968,8811

BENEFICIALLY


OWNED BY

6

SHARED VOTING POWER


168,8012

EACH


REPORTING

7

SOLE DISPOSITIVE POWER


1,968,8811

PERSON


WITH

8

SHARED DISPOSITIVE POWER


168,8012

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,968,881

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[ X ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


6.38%3

12

TYPE OF REPORTING PERSON*


IN

———————

1

Includes 1,968,881 shares of Common Stock owned by SACC Partners, LP.  Because Riley Investment Management LLC has sole voting and investment power over SACC Partners LP’s security holdings and Mr. Riley, in his rile as sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of SACC Partners LP, Riley Investment Management LLC and Mr. Riley may be deemed to have beneficial ownership of the 1,968,881 shares owned of record by SACC Partners LP.

2

Riley Investment Management LLC has shares voting and dispositive power over 168,801 shares of Common Stock owned by advisory clients of Riley Investment Management LLC.  Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for the investment advisory clients, Mr. Riley disclaims beneficial interest in these shares.

3

Based on 30,839,799 shares of Common Stock outstanding at August 26, 2006, as reported in LCC International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2006 filed with the Securities and Exchange Commission on September 7, 2006.







CUSIP No.  89336Q100

13G

Page 5 of 8 Pages



Item 1.

(a) Name of Issuer

Trans World Entertainment Corp.

(b) Address of Issuer’s Principal Executive Offices

38 Corporate Circle

Albany, NY 12203

Item 2.

(a) Name of Person Filing

Riley Investment Management, LLC

SACC Partners, LP

Bryant R. Riley

(b) Address of Principal Business Office or, if none, Residence

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025

(c) Citizenship

SACC Partners LP (Delaware limited partnership)

Riley Investment Management LLC (Delaware limited liability company)

Mr. Bryant R. Riley (individual residing in California)

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

89336Q100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

 

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

 

(b)

 

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

 

(c)

 

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

(d)

 

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

 

 

(e)

X

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

(f)

 

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

(g)

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

 

(h)

 

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

(i)

 

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

 

(j)

 

Group, in accordance with §240.13d-1(b)(1)(ii)(J).







CUSIP No.  89336Q100

13G

Page 6 of 8 Pages



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: 1,968,881

(b) Percent of class: 6.38%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 1,968,881

(ii) Shared power to vote or to direct the vote 168,801

(iii) Sole power to dispose or to direct the disposition of 1,968,881

(iv)Shared power to dispose or to direct the disposition of 168,801

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).


Item 5.

Ownership of Five 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 than five percent of the class of securities, check the following  [   ].


Instruction: Dissolution of a group requires a response to this item.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.


If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.


Item 8.

Identification and Classification of Members of the Group.


If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.


Item 9.

Notice of Dissolution of Group.


Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.







CUSIP No.  89336Q100

13G

Page 7 of 8 Pages



Item 10.

Certification


(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):


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 are 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 that purpose or effect.


(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are 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 that purpose or effect.







CUSIP No.  89336Q100

13G

Page 8 of 8 Pages



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: October 11, 2006


 

 

Riley Investment Management, LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, President


 

 

SACC Partners, LP

 

 

 

By: Riley Investment Management, its General

 

 

 

        Partner

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, Managing Partner


 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley






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