-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WgXEYh6sv5UkJRiKR7Tr25rvHNn0fPKhv64LBaWkGYpsAnaH3A65EKg6w1PIDEJ7 3oT9djpMyL5ifW10GYhCpQ== 0000889812-00-001176.txt : 20000315 0000889812-00-001176.hdr.sgml : 20000315 ACCESSION NUMBER: 0000889812-00-001176 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000314 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMEDIA NETWORK INC /DE/ CENTRAL INDEX KEY: 0000078536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 846028875 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35249 FILM NUMBER: 568731 BUSINESS ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: STE 460 CITY: MIAMI STATE: FL ZIP: 33181 BUSINESS PHONE: 3058923300 MAIL ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: SUITE 460 CITY: MIAMI STATE: FL ZIP: 33181 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK AMERICAN CORP DATE OF NAME CHANGE: 19840912 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK TURF CLUB INC DATE OF NAME CHANGE: 19740728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASEN MELVIN CENTRAL INDEX KEY: 0000904680 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TRANSMEDIA NETWORK INC STREET 2: 11900 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33181 BUSINESS PHONE: 3058923300 MAIL ADDRESS: STREET 1: TRANSMEDIA NETWORK INC STREET 2: 11900 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33181 SC 13D/A 1 AMENDMENT 12 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 12)(1) TRANSMEDIA NETWORK INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.02 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 893767-30-1 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen P. Farrell, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue, New York, NY 10178 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 25, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box | |. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 893767-30-1 13D Page 2 of 5 Pages ----------------- --- ------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Melvin Chasen - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 shares of Common Stock ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 751,239 shares of Common Stock EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 751,239 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 751,239 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 893767-30-1 13D Page 3 of 5 Pages ----------------- --- ------ This Amendment No. 12 to Schedule 13D relates to the common stock, par value $.02 per share ("Common Stock"), of Transmedia Network Inc. (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Only those Items that are amended or supplemented are reported herein. Except as amended and supplemented, the Schedule 13D, including the definitions of terms not otherwise defined herein, remains in full force and effect. Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ Item 5 is hereby amended and restated as follows: (a) Melvin Chasen is the beneficial owner of 751,239 shares of Common Stock. The shares beneficially owned by Melvin Chasen include (i) 372,361 shares of Common Stock beneficially owned by Mr. Chasen, (ii) 178,100 shares beneficially owned by a family partnership for which Melvin Chasen exercises shared voting and investment authority, and (iii) 200,778 shares of Common Stock beneficially owned by Iris Chasen, the wife of Melvin Chasen. Melvin Chasen may be deemed to be the beneficial owner of Iris Chasen's Common Stock; however, he disclaims beneficial ownership of Iris Chasen's shares of Common Stock. (b) Number of shares of Common Stock as to which Melvin Chasen has: (i) Sole power to vote or direct the vote: 0. (ii) Shared power to vote or direct the vote: 751,239 shares of Common Stock. By virtue of the voting proxy granted in favor of the Purchaser under the terms of the Stockholders Agreement (as hereinafter defined), described in Item 6, Melvin Chasen may be deemed to have shared power to vote or to direct the vote of Melvin Chasen's 751,239 shares of Common Stock. See Item 6. (iii) Sole power to dispose or to direct the disposition of: 0 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of: 751,239 shares of Common Stock. See Item 6. (c) On February 24, 2000, Mr. Chasen sold 9,100 shares of Common Stock at $5.00 per share in a brokered transaction in the public market. On February 25, 2000, Mr. Chasen sold 10,000 shares of Common Stock at $5.00 per share in a brokered transaction in the public market. On February 25, 2000, Mr. Chasen sold 5,000 shares of Common Stock at $5.125 per share in a brokered transaction in the public market. On February 25, 2000, Mr. Chasen sold 2,000 shares of Common Stock at $5.375 per share in a brokered transaction in the public -3- CUSIP No. 893767-30-1 13D Page 4 of 5 Pages ----------------- --- ------ market. On February 25, 2000, Mr. Chasen sold 2,500 shares of Common Stock at $5.25 per share in a brokered transaction in the public market. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Mr. Chasen. -4- CUSIP No. 893767-30-1 13D Page 5 of 5 Pages ----------------- --- ------ SIGNATURE After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 9, 2000 /s/ Melvin Chasen -------------------------- Melvin Chasen The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for his purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs this statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute federal criminal violations. (See 18 U.S.C. 1001.) -5- -----END PRIVACY-ENHANCED MESSAGE-----