Attached files
file | filename |
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S-1 - Kaspien Holdings Inc. | c76854_s1.htm |
EX-23.1 - Kaspien Holdings Inc. | c76854_ex23-1.htm |
EX-99.1 - Kaspien Holdings Inc. | c76854_ex99-1.htm |
Exhibit 99.2
Trans World Entertainment Corporation
38 Corporate Circle
Albany, New York 12203
FORM OF RESCISSION OFFER ACCEPTANCE FORM
, 2014
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To: |
[SEQUENCE NUMBER] |
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[NAME] |
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[ADDRESS #1] |
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[ADDRESS #2] |
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[CITY, STATE, ZIP] |
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[USA] |
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IDENTIFICATION NUMBER: [UNIQUE IDENTIFICATION NUMBER] |
YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER. IF YOU WISH TO REJECT THE RESCISSION OFFER, DO NOT RETURN THIS FORM. YOU DO NOT NEED TO DO ANYTHING TO REJECT THE RESCISSION OFFER.
IF YOU WISH TO ACCEPT THE RESCISSION OFFER, PLEASE COMPLETE, SIGN AND RETURN THIS FORM PURSUANT TO THE INSTRUCTIONS BELOW AND ENSURE ITS RECEIPT BY 5:00 P.M., EASTERN TIME, ON , 2014 (THE EXPIRATION DATE).
WE URGE YOU TO REVIEW THIS PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE RESCISSION OFFER.
Ladies and Gentlemen:
The undersigned acknowledges receipt of a prospectus dated , 2014 (the Prospectus), of Trans World Entertainment Corporation (the Company), pursuant to which the Company offers to rescind (the Rescission Offer) the purchase of shares of common stock (the Shares) purchased by the undersigned between November 1, 2012 and November 15, 2013 (the Purchase Period). The Shares are an investment alternative under the Trans World Entertainment Corporation 401(k) Savings Plan (the 401(k) Plan), and T. Rowe Price Trust Company (the Trustee) is the Trustee of the 401(k) Plan.
Effective as of the Expiration Date, the undersigned hereby accepts the Rescission Offer for all Shares purchased by the undersigned during the Purchase Period upon the terms and subject to the conditions set forth in the Prospectus. To the extent that the undersigned still holds such Shares, the undersigned directs the Trustee to sell the Shares held in the undersigneds 401(k) Plan account that are being repurchased effective as of the Expiration Date. The undersigned directs the Trustee to credit all proceeds pursuant to the Rescission Offer to the undersigneds 401(k) Plan account for investment or distribution in accordance with the terms of the Prospectus. The undersigned acknowledges that he or she is not eligible to accept the Rescission Offer with respect to Shares for which the undersigned would receive an amount per Share that is less than the value per Share on the Expiration Date.
If the undersigned has a Plan account, whether or not the undersigned is an active employee of Trans World Entertainment Corporation, the undersigned acknowledges that payments to the undersigned pursuant to the Rescission Offer will be reinvested in the T. Rowe Price Stable Value Fund. The undersigned further acknowledges that activity in the undersigneds Plan account will be temporarily suspended during the blackout period that begins at p.m., Eastern Time, on , 2014, and is expected to end by a.m., Eastern Time, on , 2014. The Company will notify the undersigned in the event that the black period is extended past , 2014.
If the undersigned has previously directed and caused a prior distribution of all of his or her investment in the 401(k) Plan and no longer holds an individual account in the 401(k) Plan, a 401(k) Plan account will be created for the undersigned and proceeds will be credited to the account and
invested in the T. Rowe Price Stable Value Fund. The undersigned acknowledges that if payments pursuant to the Rescission Offer are not rolled over into an individual retirement account or a qualified retirement plan, and the undersigned receives a distribution from the 401(k) Plan, such distribution
will generally be taxable as ordinary income to the undersigned. The undersigned further acknowledges that an additional ten percent income tax may be imposed on such distribution depending on the undersigneds age. You should write down your identification number set forth on the front page of this form as you will need to provide it if you want to revoke your acceptance prior to the Expiration Date. Name (please print) Street Address City, State and Zip Code of Residence Telephone Number Identification Number Signature Date
(shown on the front page of this form)
INSTRUCTIONS TO RESCISSION OFFER ACCEPTANCE FORM 1. Accepting the Rescission Offer: In order to accept the Rescission Offer, you must:
A.
Sign and date the Rescission Offer Acceptance Form and complete the name, address, date, and telephone number information above; and B. Mail or fax the Rescission Offer Acceptance Form for receipt by Trans World Entertainment Corporation before 5:00 p.m., Eastern Time, on , 2014. You may mail or overnight your Rescission Offer Acceptance Form to:
A.
Trans World Entertainment Corporation Rescission Offer 38 Corporate Circle, Albany, New York 12203.
You may fax your Rescission Offer Acceptance Form to (518) 862-9747. If you choose to accept the Rescission Offer, the Company recommends that you mail or fax the Rescission Offer Acceptance Form sufficiently in advance of the Expiration Date to ensure its receipt by the Expiration Date. The method for returning the Rescission Offer Acceptance Form is at your
option and risk, and delivery will be deemed made only when actually received by us at the address or fax indicated above. If delivery is by mail, we recommend using registered mail with return receipt requested. You can call Monday through Friday, between the hours of 9:00 a.m. and 5:00 p.m.
Eastern Time to confirm your Rescission Offer Acceptance Form was received. WE MUST RECEIVE YOUR PROPERLY COMPLETED AND LEGIBLE RESCISSION OFFER ACCEPTANCE FORM ON OR BEFORE 5:00 P.M. EASTERN TIME, ON THE EXPIRATION DATE , 2014. OTHERWISE, YOU WILL BE DEEMED TO HAVE REJECTED THE
RESCISSION OFFER. WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER ACCEPTANCE FORM HAS BEEN PROPERLY COMPLETED AND WHETHER YOU ARE ELIGIBLE TO ACCEPT THE RESCISSION OFFER. Proceeds, if any, will be disbursed to your Plan account within approximately five business days following the Expiration Date. We recommend that you write down your identification number printed on the front page of your Rescission Offer acceptance form. You will need to provide that identification number if you change your mind and decide to revoke your acceptance prior to the Expiration Date. Questions: All determinations with respect to the Rescission Offer Acceptance Form and the Rescission Offer (including issues relating to the timeliness or effectiveness of any election) will be made by Trans World Entertainment Corporation, which determination shall be final and binding. All
questions regarding the Rescission Offer can be directed to Edwin Sapienza at (518) 452-1242 Monday through Friday, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time. 2. Applying the FIFO principle to Unit purchases and sales: In order to follow the First-In, First-Out (FIFO) calculation, each participant must match up his or her own purchases of Rescission Offer Shares to the sale of such Shares. Rescission Offer Shares are considered as those purchased on or after November 1, 2012 through November 15, 2013. An
example of the FIFO calculation is shown below. Lets assume that Smith has 100 shares in the Trans World Entertainment Corporation 401(k) Savings Trust at October 31, 2012 (Pre-Purchase Period Shares). Additionally, he has the following transaction history:
(1)
(2)
(3) Sale 1
11/10/2012
50 Purchase 1
11/15/2012
20 Sale 2
1/15/2013
30 Sale 3
2/15/2013
40 Purchase 2
3/1/2013
30 Sale 4
12/30/2013
10
Type
Date of Transaction
Shares
In order to follow the FIFO calculation, Smith first identifies the date and number of Shares of the first sale of Rescission Offer Shares. This is done by chronologically reducing Smiths opening balance by each sale until that remaining balance is zero. Smiths calculation looks like this:
Date
Sales of
Balance of
Rescission
Rescission
Rescission Opening Balance
10/31/2012
100
0 Sale 1
11/10/2012
50
0 Balance after transaction
50
0 Purchase 1
11/15/2012
20 Balance after transaction
50
20 Sale 2
1/15/2013
30
0 Balance after transaction
20
20 Sale 3
2/15/2013
20
20 Balance after transaction
0
0 Purchase 2
3/1/2013
30 Balance after transaction
0
30 Sale 4
12/30/2013
0
10 Balance after transaction
0
20 Given the data shown in the attached example, Smith would apply the formulas described on the first page of the Rescission Offer Prospectus to those sales that are under the Rescission Offer Share Sales column. This will determine whether the Shares were sold at a loss. For example, after Smiths transaction on 1/15/2013, Smith has a balance of 20 Rescission Offer Shares that were purchased on 11/15/2012. Suppose that he purchased those Shares at $4.00, and then sold them at $5.00. In this case, Smith benefited from a gain on the sale, and no Rescission Offer
would apply for that transaction. However, if Smith had purchased those Shares at $4.00 and sold them at $3.00, then Smith would have sold at a loss. In this case the Rescission Offer does apply. Finally, Smith needs to determine what Rescission Offer Shares are still being held. The eligible Shares are those Rescission Offer Share purchases which were not subsequently sold. The aggregate number will be shown in the last row under the Rescission Offer Share Balance column. Smith would
then apply the formulas described on the first page of the Rescission Offer Prospectus to those Shares to determine if the Rescission Offer is financially beneficial. For example, Smith bought 30 Rescission Offer Shares on 3/1/2013 and subsequently sold 10 of them on 12/30/2013, leaving 20 shares remaining. These 20 shares are still being held by Smith. Suppose Smith bought these 20 shares at $3.00, and suppose that with interest to the end of the expiration
period, the value per share increases to approximately $3.50. If the share price at the end of the Rescission Offer Period is $4.00, then Smith is holding Rescission Offer Shares at a gain, and the rescission offer would not apply. If the share price at the end of the Rescission Offer Period is $3.00, then
Smith is holding Rescission Offer Shares at a loss, and the rescission offer does apply.
Pre-Purchase
Period
Shares
Pre-Purchase
Period
Shares
Offer
Share
Purchase
Offer
Share
Sales
Offer
Share
Balance