UNITED STATES

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

Date of Report (Date of earliest event reported): ~~March~~April 230, 2018

TRANS WORLD CORPORATION

(Exact name of Registrant as Specified in its Charter)

Nevada

0-25244

13-3738518

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)


545 Fifth Avenue, Suite 940
New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

(212) 983-3355

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

~~FORWARD~~Item ~~LOOKING~~1.02. Termination ~~STATEMENTS~~of a Material Definitive Agreement.

~~Information~~The information provided ~~and statements contained~~ in ~~this~~Item report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 19952.01 ~~Such forward-looking statements only speak as~~ of ~~the date of~~ this ~~report~~Report ~~and~~is ~~the~~incorporated ~~registrant~~herein ~~assumes~~by ~~no obligation to update the information included in this report~~reference. ~~These~~Capitalized ~~forward-looking~~terms ~~statements~~used ~~are~~but not ~~historical~~defined ~~facts,~~herein ~~and~~have ~~are based on current expectations, estimates and projections about~~ the ~~registrant’s~~meanings ~~industry,~~ascribed management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the registrant’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to ~~certain~~them ~~risks, uncertainties and assumptions that are difficult to predict, including, without limitation, specific factors discussed herein and~~ in ~~other~~the ~~releases~~Merger ~~and~~Agreement ~~public filings made by Trans World Corporation~~ (~~including~~defined ~~its~~below ~~filings with the Securities and Exchange Commission). Although the registrant believes that the expectations reflected~~ in ~~such~~Item ~~forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements~~2.01 ~~Unless otherwise required by law, the registrant also disclaims any obligation to update its view~~ of ~~any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in~~ this ~~report~~Report).

On April 30, 2018, in connection with the completion of the Merger described in Item 12.01~~. Entry~~ ~~into~~of this Report, the following agreements to which Trans World Corporation, a ~~Material~~Nevada ~~Definitive~~corporation ~~Agreement~~(the “Company”), was a party prior to the consummation of the Merger were terminated:

(1)All Company Stock Awards (as such term is defined in the Merger Agreement) outstanding immediately prior to the effective time of the Merger (the “Effective Time”) were terminated or cancelled in exchange for the right to receive the consideration to which such Company Stock Awards were entitled, if any, pursuant to the terms of the Merger Agreement.

~~On March~~ (2,)All ~~2018,~~Company ~~Trans~~Stock ~~World~~Plans ~~Corporation, a Nevada corporation~~ (~~the~~as ~~‘‘Company’’),~~defined ~~entered~~in ~~into an Agreement and Plan of Merger (~~the ‘‘Merger Agreement’’) ~~with~~were FEC Overseas Investment (UK) Limited, a limited company formed under the laws of the United Kingdom (the “Parent”), and FEC Investment (US) Limited, a Nevada corporation and wholly-owned subsidiary of Parent (the “Merger Sub”)terminated.

~~The~~Item ~~Merger~~2.01. Completion ~~Agreement~~of ~~provides~~Acquisition ~~that,~~or ~~upon~~Disposition ~~the satisfaction~~ of the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation (the ‘‘Merger’’).Assets

~~Pursuant~~On toApril ~~the~~30, ~~terms~~2018, of the ~~Merger~~transactions ~~Agreement,~~contemplated ~~subject~~by tothat ~~the~~certain ~~satisfaction~~Agreement ~~of the terms~~ and ~~conditions~~Plan ~~set forth therein, Parent has agreed to pay an aggregate cash consideration~~ of ~~US$42.0~~Merger ~~million~~ (the “~~Purchase~~Merger ~~Price~~Agreement”), ~~plus~~dated ~~the~~as ~~assumption~~ of ~~outstanding~~March ~~net~~2, ~~indebtedness~~2018, ofby and among the Company, ~~determined~~FEC ~~five~~Overseas Investment (5UK) ~~business~~Limited, ~~days~~a ~~prior~~limited tocompany formed under the ~~closing~~laws ~~date~~of upthe toUnited ~~$11,025,000~~Kingdom (the “~~Closing Net Indebtedness~~Parent”)., ~~The~~FEC ~~Purchase~~Investment ~~Price~~(US) ~~is subject to adjustment for certain Company transaction expenses~~Limited, ~~including the cost paid at or after closing with respect to~~ a ~~director~~Nevada corporation and ~~officer~~wholly-owned ~~“tail”~~subsidiary ~~insurance~~of ~~policy,~~Parent ~~as more thoroughly described in the Merger Agreement~~ (~~such as-adjusted amount,~~ the “~~Merger Consideration~~Purchaser”)~~. In the event that the Closing Net Indebtedness~~, ~~as finally determined in accordance with Merger Agreement~~and, issolely ~~less~~for ~~than $11,025,000, then there will be no adjustment to~~ the ~~Purchase~~limited ~~Price. In~~purposes ~~the~~set ~~event~~forth ~~that the Closing Net Indebtedness~~therein, asFar ~~finally~~East ~~determined~~Consortium inInternational ~~accordance~~Limited ~~with Merger Agreement~~ (i“FEC”) ~~is greater than $11~~,~~025,000,~~ ~~then~~including the ~~Parent~~merger ~~may~~of ~~decrease~~Purchaser ~~the~~with ~~Purchase~~and ~~Price,~~into ~~dollar~~the ~~for dollar~~Company, bywith ~~an amount equal to~~ the ~~difference~~Company bycontinuing ~~which~~as the ~~Closing~~surviving ~~Net~~corporation ~~Indebtedness~~and ~~exceeds~~a ~~$11,025,000,~~wholly upowned tosubsidiary ~~amount~~of ~~not~~Parent ~~greater than $525,000; or~~ (~~ii) is greater than $11,550,000, then~~ the ~~Parent may terminate the~~ “Merger”), ~~Agreement~~were consummated.

At the ~~effective time of the Merger (the “~~Effective Time”), each share of the Company’s common stock ~~(“Common Stock”)~~ issued and outstanding immediately prior to the Effective Time (except those shares: (i) held by any of the Company’s shareholders who are entitled to, and who properly demand, appraisal rights and comply with the requirements of Section 92A.~~440~~300-500 ~~Section 262~~ of the Nevada Revised Statutes, or ~~and~~ (ii) owned by the Company, Parent or Purchaser and/or any of their respective subsidiaries), were canceled and converted automatically into the right to receive $4.1886 per share, without interest and less any required withholding taxes.

by At the ~~Company~~Effective Time, ~~Parent~~each orthen-outstanding ~~Merger~~and ~~Sub~~unexercised ~~and/~~option, warrant, Company Stock Award or other similar Right to purchase Company Common Stock outstanding immediately prior to the Effective Time, including but not limited to any ofsuch ~~their~~Company ~~respective~~Stock ~~subsidiaries~~Awards with an exercise price per share that was less than $4.1886 (~~the~~excluding any “~~Exception~~Restricted ~~Shares~~Stock”), ~~will~~or be“Deferred ~~canceled~~Stock” ~~and~~collectively, ~~converted~~“Exercisable ~~automatically~~In-The-Money ~~into~~Options”) ~~and~~were ~~constitute~~terminated in exchange for the right to receive, without interest and subject to any ~~applicable~~ withholding taxes ~~required by law~~, ana cash amount inequal ~~cash~~to ~~calculated~~the asproduct of (xi) the ~~total~~number ~~Merger~~of ~~Consideration,~~shares ~~divided~~of byCompany ~~(y)~~Common ~~the~~Stock ~~sum~~issuable upon exercise of such Exercisable In-The-Money Options multiplied by (1ii) the amount by which $4.1886 exceeded the ~~number~~per ofshare ~~shares~~exercise price of ~~Common~~such ~~Stock~~Exercisable ~~issued~~In-The-Money ~~and~~Option. Each Company Stock Award outstanding immediately prior to the Effective Time ~~(but~~that ~~excluding~~constituted ~~the~~a ~~Exception~~share ~~Shares),~~of ~~(2)~~Restricted ~~the~~Stock ~~number~~or ofa ~~shares~~share of ~~Common~~Deferred Stock ~~issuable~~that ~~upon~~was ~~the~~subject ~~exercise~~to ofvesting ~~exercisable~~or ~~in-the-money~~other ~~options~~lapse restrictions (~~calculated~~i) asautomatically ifvested and became free of such ~~options~~restrictions ~~were~~immediately ~~exercised~~prior onto athe ~~cashless~~Effective ~~basis)~~Time, ~~and~~ (3ii) ~~number~~were ofautomatically ~~shares~~cancelled ~~Company~~and ~~Common~~retired, ~~Stock~~and ~~classified~~(iii) aswere ~~Company~~automatically ~~restricted~~converted orinto ~~deferred~~the ~~stock~~right ~~outstanding~~to ~~immediately~~receive ~~prior~~$4.1886 toper ~~the~~share ~~Effective~~of ~~Time,~~Restricted inor ~~each~~Deferred ~~case~~Stock, without interest and ~~less~~subject to any ~~required~~ withholding taxes ~~(the “Common Per Share Merger Consideration”)~~.

~~The~~At ~~Company currently estimates that, if~~ the ~~closing~~Effective ~~of the Merger were to have occurred on March 2~~Time, ~~2018,~~each ~~the~~issued ~~total~~and ~~amount~~outstanding toshare beof ~~paid~~common tostock ~~holders~~ of ~~Common~~the ~~Stock~~Purchaser ~~would~~was beautomatically ~~between~~converted ~~approximately~~into ~~$38,815,000~~one ~~and~~fully ~~$42,000,000,~~paid ~~or between approximately $3.97~~ and ~~$4.10~~non-assessable ~~per~~ share of ~~Common~~common ~~Stock. However~~stock, ~~because~~$0.001 ~~these~~par ~~amounts~~value, ~~are based on the Company’s current estimates~~ of ~~adjustments to~~ the ~~Merger~~Surviving ~~Consideration payable by Parent under the Merger Agreement~~Corporation, ~~including~~so ~~the~~that ~~Company’s~~immediately ~~outstanding~~after ~~Closing Net Indebtedness and other amounts described above and in~~ the ~~Merger~~Effective ~~Agreement~~Time, ~~and~~Parent ~~because~~became the ~~Company~~holder ~~does~~of ~~not~~all ~~know the date on which the closing will occur or the amount~~ of the ~~corresponding~~issued ~~deductions, the actual amount~~ and ~~portion~~outstanding shares of the ~~Merger~~Surviving ~~Consideration payable to holders of Common Stock could be different~~Corporation.

The ~~Merger~~aggregate ~~Agreement~~value ~~contains~~of ~~customary~~the ~~representations~~consideration ~~and~~paid ~~warranties~~to ~~for~~former aholders ~~transaction~~ of ~~this~~Company ~~type.~~common ~~None~~stock ~~of the representations~~ and ~~warranties~~Company ~~contained~~Stock inAwards, ~~the~~Restricted ~~Merger~~Stock ~~Agreement~~and ~~will~~Deferred ~~survive~~Stock ~~the~~described ~~Effective~~above ~~Time.~~in Inconnection ~~addition,~~with the ~~Company~~Merger ~~has~~was ~~agreed~~approximately to$42.0 ~~various~~million, ~~covenants~~minus in the ~~Merger~~Company ~~Agreement,~~Expenses ~~including,~~which ~~among~~were ~~other~~approximately ~~things~~$944,864.02 ~~covenants~~(as todefined ~~continue to conduct its business~~ in the ~~ordinary course and in accordance with past practices and not to take certain actions prior to the closing of the~~ Merger ~~without the prior written consent of Parent~~Agreement).

The ~~Merger~~foregoing ~~Agreement~~description ~~contains certain conditions that must be satisfied or waived by the parties to the Merger Agreement prior to the closing~~ of the Merger. ~~Among~~and ~~other conditions set forth in~~ the Merger Agreement, ~~the~~does ~~obligations~~not ofpurport ~~each~~to ofbe ~~Parent,~~a ~~Merger~~complete ~~Sub~~description and ~~the~~is ~~Company~~qualified toin ~~effect~~its ~~the~~entirety ~~Merger~~by ~~are~~reference ~~subject~~ to ~~the~~such ~~satisfaction~~agreement. orA ~~waiver~~copy ~~at or prior to closing~~ of the Merger ofAgreement ~~(i) receiving the required approval of holders of a majority of the outstanding shares of Common Stock of the Company, which approval~~ was ~~effected~~filed ~~after~~with ~~execution of~~ the ~~Merger~~Securities ~~Agreement,~~Exchange byCommission ~~written~~on ~~consent~~March ~~of the Principal Shareholders (defined below)~~8, ~~(ii)~~2018 20as ~~days~~Exhibit ~~having~~2.1 ~~elapsed since the mailing~~ to the Company’s ~~stockholders~~Current ofReport a definitive information statement with respect to adoption of the Merger Agreement; (iii) the Company’s permits, registrations and other approvals necessary for or relating to the conduct of gaming and related activities being in full force and effect as of the Effective Time, and (iv) the absence of legal prohibitions on ~~the~~Form ~~consummation~~8-K ~~of the Merger. In addition, Parent~~ and ~~Merger~~is ~~Sub~~incorporated ~~will~~herein not be obligated to effect the Merger unless the following additional conditions, among others described in the Merger Agreement, are satisfied or waived at or prior to the closing of the Merger: (i) the accuracy of the representations and warranties of the Company and compliance by the Company with its covenants and obligations under the Merger Agreement, unless such non-compliance would not have a “Material Adverse Effect” (as defined in the Merger Agreement) on the Company; and (ii) since the date of the Merger Agreement, there must not have occurred a “Material Adverse Effect” (as defined in the Merger Agreement)reference.

The Merger Agreement ~~contains~~has ~~customary~~been ~~termination~~incorporated ~~provisions~~by reference as an exhibit to this Report to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, ~~including~~FEC, ~~without~~Parent ~~limitation~~or their respective subsidiaries or affiliates. The representations, ~~that~~warranties and covenants contained in the Merger Agreement ~~may~~were bemade ~~terminated~~only for purposes of the Merger Agreement and as of specific dates, ~~subject~~were tosolely ~~certain~~for ~~limitations~~the ~~set~~benefit ~~forth~~of inthe parties to the Merger Agreement, may be subject to limitations agreed upon by ~~either~~the contracting parties, including being qualified by confidential disclosures made for the ~~Company~~purposes orof ~~Parent~~allocating ifcontractual risk between the parties to the Merger ~~has~~Agreement ~~not~~instead ~~been~~of ~~consummated~~establishing bythese ~~June~~matters ~~30,~~as ~~2018~~facts, ~~other~~and ~~than~~may ~~due~~be subject to ~~the~~standards ~~failure~~ of materiality applicable to the ~~terminating~~contracting ~~party~~parties that differ from those applicable to ~~fulfill~~investors. ~~its~~Investors ~~obligations~~are not third-party beneficiaries under the Merger Agreement. ~~The~~and should not rely on the representations, warranties, and covenants contained in the Merger Agreement ~~requires~~or ~~the~~any ~~Company~~descriptions tothereof ~~pay~~as tocharacterizations of the ~~Parent~~actual astate ~~fee~~of ~~equal~~facts toor ~~$1,500,000~~condition (of the ~~“Termination~~parties ~~Fee”)~~thereto or ~~transaction~~any ~~expenses~~of uptheir torespective ~~$700,000~~subsidiaries inor ~~the~~affiliates. ~~aggregate~~Moreover, ifinformation concerning the ~~Merger~~subject ~~Agreement~~matter isof ~~terminated~~representations ~~under~~and ~~certain~~warranties ~~limited~~may ~~circumstances~~change ~~more~~after ~~thoroughly~~the ~~described~~date inof the Merger Agreement~~. The~~, ~~Merger~~which ~~Agreement~~subsequent ~~also~~information ~~requires~~may or may not be fully reflected in the Company’s public disclosures.

~~Parent~~ The toCompany’s ~~pay~~definitive toSchedule ~~the~~14C ~~Company~~Information aStatement ~~Termination~~filed ~~Fee~~with orthe ~~transaction~~Securities ~~expenses~~and upExchange toCommission ~~$700,000~~on inMarch ~~the~~29, ~~aggregate~~2018, ifcontains ~~the~~additional ~~Merger~~information ~~Agreement~~about isthe ~~terminated~~Merger ~~under~~and ~~certain~~the ~~limited~~other ~~circumstances~~transactions ~~more~~contemplated ~~thoroughly~~by ~~described in~~ the Merger Agreement.

~~The~~Item ~~foregoing~~3.01 Notice ~~description~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~does not purport~~ to beSatisfy a ~~complete~~Continued ~~description~~Listing ~~and~~Rule isor ~~qualified~~Standard; inTransfer ~~its entirety by reference to such agreement. A copy~~ of ~~the Merger Agreement is attached hereto as Exhibit 2~~Listing.~~1 and is incorporated herein by reference.~~

~~The~~In ~~Merger~~connection ~~Agreement has been included to provide investors and security holders~~ with ~~information regarding its terms. It is not intended to provide any other factual information about~~ the ~~Company or its affiliates or subsidiaries. The representations, warranties and covenants contained in the~~ Merger ~~Agreement were made only for purposes of that agreement and as of specific dates~~, ~~were~~because ~~solely for~~ the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Parent, Merger Sub, the Company orwill ~~any~~no oflonger ~~their~~comply ~~respective~~with ~~subsidiaries or affiliates. Moreover, information concerning~~ the ~~subject~~listing ~~matter~~requirements of the ~~representations and warranties may change after the date of the Merger Agreement~~OTCQB, ~~which subsequent information may or may not be fully reflected in the public disclosures of the Company. The Board of Directors of the Company approved the Merger Agreement~~ and ~~determined that it and~~ the ~~Merger~~OTCQB ~~were~~will incease the best of interests of the Company’s shareholders and recommended that the Company’s shareholders approve the Merger Agreement and the transactions contemplated therein. In considering their recommendation, the Board of Directors of the Company received an opinion of Union Gaming Securities LLC, financial advisor to ~~the~~list ~~Company, that~~ the ~~per share Merger Consideration payable to the~~ Company’s ~~shareholders~~common ~~was~~stock ~~fair~~for ~~to the shareholders from a financial point of view~~trading.

~~Support~~Item ~~Agreements~~3.03. Material /Modification ~~Written~~to ~~Consent~~Rights of ~~Principal~~Security ~~Shareholders~~Holders.

OnThe ~~March~~information 2,provided ~~2018,~~in ~~the~~Items ~~Company and Parent entered into Support Agreements (the “Support Agreements”) with the following shareholders of the Company: (i) LIM III – Trust A-4, MBM-Trust A-4, Milfam II L~~1.P.02, ~~LIMFAM LLC, Milfam LLC and Lloyd I~~2.01 ~~Miller, IRA; (ii) Value Partners, Ltd.;~~ and ~~(iii) Wynnefield Partners Small Cap Value, L~~3.~~P.,~~01 Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. (collectively, the “Principal Shareholders”). The Support Agreements, among other things, (i) require the Principal Shareholders to execute the Merger Consent (as defined below), (ii) require that in the event of athis ~~shareholder~~Report ~~meeting~~is ~~such~~incorporated ~~Principal~~herein ~~Shareholders will vote in favor of the Merger, the Merger Agreement and the transactions contemplated~~ by the Merger Agreement and against any adverse proposal, (iii) appoint Parent or its designee as such Principal Shareholders’ proxy and attorney-in-fact to vote such Principal Shareholders’ shares in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement and against any adverse proposal, and (iv) restrict the transfer of such Principal Shareholders’ sharesreference.

OnItem ~~March~~5.01. Changes 2,in ~~2018,~~Control ~~following execution~~ of the Merger Agreement, the Principal Shareholders, who owned on such date approximately 88% of the outstanding shares of Common Stock, delivered written consents adopting the Merger Agreement and approved the transactions contemplated thereby, including the Merger (the “Merger Consent”)Registrant.

The ~~foregoing~~information ~~description~~provided ofin ~~the~~Item ~~Support~~2.01, ~~Agreements~~3.03, isand ~~qualified~~5.02 inof ~~its~~this ~~entirety~~Report is incorporated herein by reference. The toaggregate consideration paid by Parent in the ~~Support~~Merger ~~Agreements,~~for aall ~~form~~of the outstanding equity interests of ~~which~~the isCompany ~~attached~~was ~~hereto~~$42.0 million, minus the Company Expenses (as ~~Exhibit~~defined 10and more thoroughly described in the Merger Agreement).1 The source of funds for the cash consideration paid by Parent under the Merger Agreement was readily available funds. Upon the Effective Time, ~~and~~the ~~which~~Merger isconstituted ~~incorporated~~a ~~herein~~change of control of the Company, resulting in ~~its~~the ~~entirety~~Company bybecoming ~~reference~~a wholly owned subsidiary of Parent.

~~Indemnification~~Item ~~Agreements~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

OnAs ~~March~~of ~~2, 2018,~~ the ~~Company~~Effective ~~entered~~Time, ~~into Indemnification Agreements with each of~~ the following ~~directors~~members of the Company:’s ~~Michael~~board B.of ~~Brodsky~~directors ~~(Chairman~~resigned offrom the ~~Board~~board: ~~of Directors), Patrick S. Bennett,~~ Timothy G. Ewing; ~~and~~Max ~~David E~~W. ~~Goldberg~~Batzer; ~~(collectively,~~Michael ~~the “Indemnitees”)~~B. ~~The~~Brodsky; ~~Indemnification~~Patrick Agreements clarify and supplement indemnification provisions contained in the Company's Bylaws and generally provide that the Company shall indemnify the Indemnitees to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, legal fees, judgments, fines and other amounts actually and reasonably incurred in connection with their service as a director or officer and also provide for the Indemnitees’ right to receive advancement of their expenses, including legal fees, and contributionJ. On ~~March~~Bennett; ~~9, 2015, the Company had previously entered into agreements in the same form as the Indemnification Agreement with Rami S. Ramadan~~ and ~~Max~~David WE. ~~Batzer, members of the Board of Directors~~Goldberg.

The ~~foregoing~~officers ~~description~~ of the ~~Indemnification~~Company ~~Agreements~~immediately isprior ~~qualified~~to inthe ~~its~~Effective ~~entirety~~Time bycontinued ~~reference~~as toofficers of the ~~Indemnification~~Company ~~Agreement,~~following athe ~~form~~Merger. ofThe ~~which~~disclosure isset ~~attached~~forth ~~hereto~~in asItem ~~Exhibit 10.~~2,.01 ~~and which~~ is incorporated herein ~~in its entirety~~ by reference.

~~ADDITIONAL~~Item ~~INFORMATION~~5.07 Submission ~~AND~~of ~~WHERE~~Matters TOto ~~FIND~~a ITVote of Security Holders.

InAs ~~connection~~noted ~~with~~in the ~~proposed Merger, the~~ Company’s ~~will~~Schedule ~~prepare~~14C ~~an information statement (the “~~Information Statement”) ~~for the shareholders of the Company to be~~ filed with the Securities and Exchange Commission ~~(the~~on ~~“SEC”)~~March 29, ~~and~~2018, ~~will mail~~ the ~~Information~~Merger ~~Statement~~Agreement towas ~~its~~approved ~~shareholders~~on ~~and~~March ~~may~~2, ~~file~~2018 ~~other~~by ~~documents regarding~~ the ~~proposed~~written ~~transaction~~consent ~~with~~of: ~~the~~(i) ~~SEC~~LIM asIII ~~well. The~~– ~~Company~~Trust ~~urges investors and shareholders to read the Information Statement when it becomes available~~A-4, asMBM-Trust ~~well as other documents filed with the SEC~~A-4, ~~because~~Milfam ~~they~~II ~~will contain important information~~L. ~~Investors and shareholders will be able to obtain~~P., ~~without~~LIMFAM ~~charge~~LLC, aMilfam ~~copy~~LLC ~~of the Information Statement~~ and ~~other~~Lloyd ~~documents at the SEC’s website, available at http://www~~I.~~sec.gov,~~ ~~or from the Company by directing a request by mail or telephone to the Company at Trans World Corporation~~Miller, ~~Attn: Corporate Secretary, 545 Fifth Avenue, Suite 940, New York, New York 10017.~~

~~Item~~IRA, 5(ii) Value Partners, Ltd.02 ~~Departure~~and (iii) Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., being stockholders of ~~Directors~~the orCompany ~~Certain~~whose ~~Officers;~~collective ~~Election~~ownership on such date represented approximately 88% of ~~Directors;~~the ~~Appointment~~outstanding shares of ~~Certain~~Company ~~Officers;~~Common ~~Compensatory~~Stock, ~~Arrangements~~and ofwhose ~~Certain~~collective ~~Officers~~ownership was sufficient to satisfy the Requisite Vote, approving the transactions contemplated by the Merger Agreement. No other stockholders were asked to vote on the Merger.

~~(e) The disclosure set forth in~~ Item 19.01. Financial ofStatements ~~this~~and ~~report with respect to the Indemnification Agreements is incorporated herein by reference.~~Exhibits

~~Item~~(d) 5Exhibits.~~03 Amendments~~ toThe ~~Articles~~following ofexhibits ~~Incorporation~~are orfiled ~~Bylaws; Change in Fiscal Year~~herewith:

On March 2, 2018, the Board of Directors (the “Board”) of the Company adopted amendments (the “Bylaw Amendments”) to the Company’s amended and restated Bylaws (the “Bylaws”). The Bylaw Amendments, which were effective upon adoption by the Board, have the following effect:


Exhibit No.	Description	Method of Filing

2.1	Agreement and Plan of Merger, dated March 2, 2018, by and among Trans World Corporation, FEC Overseas Investment (UK) Limited, and FEC Investment (US) Limited (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Trans World Corporation on March 8, 2018).1	Incorporated by reference to Exhibit 2.1 contained in the Form 8-K filed on March 8, 2018 (File No. 0-25244).
10.32	Articles of Merger	Filed herewith.

· amending Article II, Section 8(d) of the Bylaws to provide that any action that may be taken by vote a of the Company’s shareholders may be taken without a meeting on written consent signed by shareholders representing that number of shares required to approve a matter if the vote had been taken at a duly convened meeting of shareholders.

· amending Article III of the Bylaws to provide, among other things, that the Board may compensate directors for their services in such manner and at such times as they may determine from time to time and may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise.

· amending Article X of the Bylaws to provide, among other things, (1) mandate the indemnification of the covered persons under certain circumstances, (2) authorize the prepayment of otherwise indemnifiable expenses under certain circumstances, (3) provide that such indemnification is not exclusive of any other rights to indemnification held by such covered persons, (4) authorized the Board to enter into indemnification agreements with the directors and officers of the Company, and (5) provide that any repeal or modification of Article X will not adversely affect any right to indemnification held by any covered person in respect of any act or omission that predates such repeal or modification.

The foregoing description of the Bylaw Amendments does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Bylaw Amendments. A copy of the Bylaw Amendments is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, by the Company’s shareholders required the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock.

On March 2, 2018, following execution of the Merger Agreement, Principal Shareholders, whose ownership on such date represented approximately 88% of the outstanding shares of Common Stock, delivered the Merger Consent. No further approval of the shareholders of the Company is required to approve and adopt the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger.

Item 8.01 Other Events

On March 2, 2018, the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated March 2, 2018, by and among Trans World Corporation, FEC Overseas Investment (UK) Limited, and FEC Investment (US) Limited.1
3.1		Bylaw Amendments.
10.1		Form of Support Agreement.
10.2		Form of Indemnification Agreement
99.1		Press Release dated March 2, 2018.

1 The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon request.

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 undersigned hereunto duly authorized.

	TRANS WORLD CORPORATION
Dated: March 8, 2018	By:	/s/ Rami S. Ramadan
Dated: April 30, 2018	By:	/s/ Rami S. Ramadan
	Name: Rami S. Ramadan	~~Name: Rami S. Ramadan~~
	Title: President and Chief Executive Officer	~~Title: President and Chief Executive Officer~~

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