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Is Sherwood Investments tossing Trans World shareholders an air ball?

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On November 19th, I reported that Sherwood Investments, an investment manager purporting to own a 4.34% stake in Trans World Entertainment (NASDAQ: TWMC) had put out a press release announcing its opposition to CEO Robert Higgins' proposed buyout of the company at $5 per share.

Now, Sherwood Investments has upped the ante, putting out another press release offering to buy the company for $7 per share, disclosing a 4.95% stake in the company.

The stock soared on the news, closing at $5.76, a rise of nearly 16%. But I think investors should react to the "news" with a good deal of skepticism.

Just who is Sherwood Investments? Good question, and a Google search doesn't reveal too much. Other than the Trans World news, Sherwood has only made headlines with one other story: its bizarre press release disclosing a 2.86% stake in Rentech (AMEX: RTK), proposing that the company take itself private for $2.70 per share. The press release spoke very highly of the company, and ended by saying, "we would be willing to put together a proposal at $2.70 per share to take the company private." Whatever that means.

The announcement sent the stock soaring but since then, other than a press release from Rentech saying that it would "respond as it deems appropriate", nothing has happened. Rentech added that it had no prior notice of the letter before it was publicly disseminated.

So here's the question investors have to ask themselves before they jump on the Trans World bandwagon: Is Sherwood serious about its offer, or is tossing out an air ball to pump the stock or possibly elicit a higher bid from Higgins?

Julian M. Benscher, the man who signed Sherwood's letters to investors, says he means business. Speaking by phone, he told me that Sherwood hasn't sold a single share of TWMC stock, and that Sherwood, which he says manages family money and does not accept outside investors, wants to acquire the entire company.

But I can't help wondering: Why did Sherwood keep its stake just below 5%, at which point it would be required to report its holdings and any subsequent trades in the stock to the SEC via 13-D filings? And if Sherwood wants to acquire the company, why does it specify in its press release: "This offer may be increased as a result of the information obtained from the due diligence process"? Hinting that you will increase your offer, already 40% higher than the only other bidder's, is a bizarre negotiating tactic -- if you're serious about acquiring the company.

And one more thing -- Trans World has been exploring strategic alternatives since May of 2007. If Higgins' offer of $5 per share was wholly inadequate, why didn't any other bidders emerge in the more than six months since Goldman went to work?

Meanwhile, Riley Investment Partners, which owns 9.3% of Trans World, filed a 13-D indicating that it would join Higgins in his offer -- making that deal seem more realistic. But it's hard to know what to make of Sherwood's offer which, like Higgins' offer, is "subject to the availability of satisfactory financing."

Benscher denies it, but this press release reminds me of the bizarre Doyle Brunson bid for World Poker Tour Enterprises, which valued the company at more than 10 times its current market value, but never materialized beyond press releases and hype.

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Last updated: November 10, 2009: 04:51 AM

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