Sherwood Investments Overseas Ltd., a stockholder in Trans World Entertainment Corp. , has sent a letter to Trans World CEO Robert J. Higgins and copied its Board of Directors, the text of which follows:

Dear Mr. Higgins,

Please be advised that Sherwood Investments Overseas Limited owns 1.35 million shares of Trans World Entertainment Corporation, representing 4.34% of the shares outstanding. We feel that your proposal to buy out minority shareholders for $5 per share is grossly inadequate and we urge your board to immediately seek competing bids. We are highly confident that an auction of the company would result in a sale in excess of $8 per share, a considerable premium to your current proposal.

At a price of only $8 per share the entire Trans World business would be valued at under $250 million or $259,000 per store (using the 963 stores reported as of August 4th, 2007) which is less than their replacement cost. Furthermore, $8 per share would represent less than the $11.81 per share of tangible equity on the most recent balance sheet and half the cost of current inventory. Let us remind you that just last year Trans World paid $78.8 million for 335 Musicland stores from bankruptcy. That deal equated to $235,000 per bankrupt store and now you are proposing to pay $161,000 per store for all the stores which represents a 31% discount, and Trans World is a going concern!

Why should shareholders accept $5 per share when liquidation should generate proceeds in excess of $8 per share? We are certain that in making a “preliminary proposal” you realize that significant additional consideration would need to be forthcoming in order to satisfy your minority shareholders.

We feel that given both your significant ownership of the company and your dynamic leadership it would be appropriate for the board to conduct an auction to ensure that all the shareholders receive the full and fair price that they deserve.

Yours sincerely,

Julian M. Benscher
Authorized Signatory
Sherwood Investments Overseas Limited

For additional information regarding this press release, please contact: Scott Bennett, Public Relations Representative, Sherwood Investments Overseas Ltd., Tel. (352) 429-2101. Sherwood Investments Overseas Ltd. engages in a variety of investment activities including transaction in real estate, entertainment, farming, and loans.

Posted: 11|17|07 at 10:27 am. Filed under: News.