TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Files An 8-K Regulation FD Disclosure

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TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Files An 8-K Regulation FD Disclosure

TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Files An 8-K Regulation FD Disclosure
ITEM 7.01. REGULATION FD DISCLOSURE

On January 28, 2020, Trans World Entertainment Corporation (the “Company”) filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the transaction contemplated by the Asset Purchase Agreement dated January 23, 2020, among Trans World Entertainment Corporation, Record Town, Inc., Record Town USA LLC, Record Town Utah LLC, Trans World FL LLC, and Trans World New York, LLC (collectively, the “Vendor”), 2428392 Inc. (“Purchaser”), and 2428391 Ontario Inc, o/a Sunrise Records, to which Vendor agreed to sell to Purchaser substantially all of the assets of and certain of the liabilities relating to the retail, music, film, video and popular business constituting the For Your Entertainment segment of the Company’s business.
Excerpts from the Preliminary Proxy Statement discussing “Our Business Following the Transaction,” “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Risk Factors Relating to the Proposal to Approve the Transaction” are attached hereto as Exhibit 99.1 and incorporated by reference.

The information in this Current Report on Form 8-K, including exhibits, is being furnished to the SEC to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS. The following are furnished as Exhibits to this Report:
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Transaction, the Company has filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on Schedule 14A. The information in the preliminary proxy statement is not complete and may be changed. A definitive proxy statement on Schedule 14A will be mailed to the Company’s stockholders in connection with the Transaction. This communication is not a substitute for the proxy statement or for any other document that the Company may file with the SEC and send to its stockholders in connection with the Transaction. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE PROXY STATEMENT FOR THE TRANSACTION, AND ANY AMENDMENT OR SUPPLEMENT THERETO THAT MAY BE FILED, WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. All such documents, when filed, are available without charge at the SEC’s website (http://www.sec.gov), at the Company’s website at http://www.twec.com/investors or by sending a written request to the Company’s Corporate Secretary, 38 Corporate Circle, Albany, NY 12203.
PARTICIPANTS IN THE SOLICITATION
The Company and certain of its directors, executive officers, and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction. Information regarding the interests of the Company’s participants is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019 and the Company’s proxy statement, filed with the SEC on May 29, 2019 (as supplemented), for its 2019 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the Transaction, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed or to be filed with the SEC in connection with the Transaction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this communication are forward-looking statements, including, without limitation, the statements made concerning the Transaction. The statements contained in this document that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.
We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, and similar terms and phrases, including references to assumptions, in this document to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, those regarding the transactions contemplated by the Asset Purchase Agreement. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors that could cause actual results to differ materially from the results expressed in the statements. The following factors are among those that may cause actual results to differ materially from the Company’s forward-looking statements:

The reader should keep in mind that any forward-looking statement made by us in this document, or elsewhere, pertains only as of the date on which we make it. New risks and uncertainties come up from time-to-time and it’s impossible for us to predict these events or how they may affect us. In light of these risks and uncertainties, you should keep in mind that any forward-looking statements made in this report or elsewhere might not occur.

TRANS WORLD ENTERTAINMENT CORP Exhibit
EX-99.1 2 nc10007871x3_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Excerpts From the Preliminary Proxy Statement Our Business Following the Transaction We expect that after the Transaction is completed our business operations and incoming cash flows will be limited to our etailz segment,…
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About TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC)

Trans World Entertainment Corporation is a specialty retailer of entertainment products, including trend, video, music, electronics and related products. The Company operates a chain of retail entertainment stores and e-commerce sites, www.fye.com and www.secondspin.com. It owns interest in Record Town, Inc., through which its principal operations are conducted. It operates over 270 mall-based stores under the For Your Entertainment (f.y.e.) brand, including f.y.e. stores and video only stores. The Company operates over 260 mall-based f.y.e. stores, which carry entertainment products, including video, music, trend, electronics, video games and related products. It operates over nine video-only stores under the Suncoast Motion Pictures brand, which specialize in the sale of video and related product. It operates approximately 30 freestanding stores under the f.y.e. brand, which carries entertainment products, including video, music, trend, electronics, video games and related products.