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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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The Western Transmedia Company, Inc.
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(Name of Issuer)
Common Stock, $ .60 Par Value
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(Title of Class of Securities)
959770207
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the disclosures provided in a prior page.
The information required in 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 ("Act") 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).
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CUSIP No. 959770207 13G Page 2 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Special Situations Fund III, L.P. ("The Fund")
F13-3737427
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power 305,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
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(7) Sole Dispositive
Power 305,000
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
305,000
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
3.9%
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(12) Type of Reporting Person*
IV
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 959770207 13G Page 3 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
MGP Advisers Limited Partnership ("MGP")
F13-3263120
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power None
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
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(7) Sole Dispositive
Power 305,000
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
305,000
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
3.9%
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(12) Type of Reporting Person*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 959770207 13G Page 4 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AWM Investment Company, Inc. ("AWM")
11-3086452
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power 409,251
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
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(7) Sole Dispositive
Power 714,251
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
714,251
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
8.8%
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(12) Type of Reporting Person*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 959770207 13G Page 5 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Austin W. Marxe
###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States
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Number of Shares (5) Sole Voting
Beneficially Power 409,251
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 305,000
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(7) Sole Dispositive
Power 714,251
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
714,251
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
8.8%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 6 of 12 Pages
Item 1.
(a) NAME OF ISSUER: The Western Transmedia Company, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
655 Montgomery Street, San Francisco, CA 94111-2635
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND PLACE
OF ORGANIZATION: This statement is filed on behalf of (i) Special
Situations Fund III, L.P., a Delaware limited partnership (the
"Fund"), (ii) MGP Advisers Limited Partnership, a Delaware Limited
Partnership ("MGP"), (iii) AWM Investment Company, Inc., a Delaware
corporation ("AWM") and (iv) Austin W. Marxe. Each of the foregoing
is hereinafter individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons." The principal office and
business address of the Reporting Persons is 153 East 53 Street, New
York, New York 10022. The busines of the Fund is to acquire,
purchase, invest in, sell, convey, transfer, exchange and otherwise
trade in principally equity and equity related securities. MGP is a
general partner of and investment adviser to the Fund. MGP is
registered as a investment adviser under the Investment Advisers Act
of 1940, as amended. The principal business of MGP is to act as a
general partner of and investment adviser to the Fund. AWM, a
Delaware corporation primarily owned by Austin Marxe, serves as the
sole
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Page 7 of 12 Pages
general partner of MGP. AWM is a registered investment adviser under
the Investment Advisers Act of 1940 and also serves as the investment
adviser to, and general partner of, Special Situations Cayman Fund,
L.P., a limited partnership formed under the laws of the Cayman
Islands (the "Cayman Fund"). Austin W. Marxe is also the principal
limited partner of MGP and is the President and Chief Executive
Officer of AWM. Mr. Marxe is principally responsible for the
selection, acquisition and disposition of the portfolio securities by
AWM on behalf of MGP, the Fund and the Cayman Fund.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP Number: See cover sheets.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act
(d) (x) Investment Company registered under section 8 of the Investment
Company Act
(e) (x) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
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Page 8 of 12 Pages
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund
(g) (x) Parent Holding Company, in accordance with $240.13d
-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 714,251 shares of Common Stock are beneficially
owned by Austin W. Marxe and AWM. This amount is composed of 514,251
shares of Common Stock; of which 305,000 shares are owned by the Fund, and
209,251 shares are owned by the Cayman Fund; and 200,000 Redeemable
Warrants all of which are owned by the Cayman Fund. Each Redeemable
Warrant may be exercised for one share of Common Stock at a price of $4.00
until June 24, 1996. 305,000 shares of Common Stock are beneficially owned
by the Fund and MGP.
(b) PERCENT OF CLASS: 8.8 percent of the Common Stock are beneficially owned
by Austin Marxe and AWM. 3.9 percent of the Common Stock are beneficially
owned by MGP and the Fund.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO
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Page 9 of 12 Pages
VOTE AND/OR DISPOSE OF SECURITIES: The Fund has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of all
securities reported hereby which are beneficially owned by the Fund. MGP
has the sole power to dispose or to direct the disposition of all
securities reported hereby which are beneficially owned by MGP. AWM has
the the sole power to vote or to direct the vote of securities reported
hereby which are beneficially owned by AWM by virtue of it being the
Investment Adviser to the Special Situations Cayman Fund, L.P.. AWM has
the sole power to dispose or to direct the disposition of all securites
reported hereby which are beneficially owned by AWM. Austin Marxe has the
sole power to vote or to direct the vote of securities reported hereby
which are beneficially owned by Austin Marxe by virtue of being the primary
owner and President and Chief Executive Officer of AWM. Austin W. Marxe
has shared power to vote or to direct the vote of all shares beneficially
owned by Austin Marxe by virtue of being an Individual General Partner of
the Fund.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is
being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more that
five percent of the class of securities, check the following __.
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Page 10 of 12 Pages
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The
Fund and the Cayman Fund as owners of the securities in question,
have the right to receive any dividends from, or proceeds from the
sale of, such securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Exhibit
A attached hereto.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
applicable
Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable.
Item 10. CERTIFICATION:
Each of the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were acquired
in the ordinary course of business and were acquired for the purpose
of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
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Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: 1/4/96
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SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
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Austin W. Marxe
Individual General Parnter
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc.
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
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AUSTIN W. MARXE
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Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons. AWM
is the sole general partner of MGP, a registered investment adviser under the
Investment Advisers Act of 1940, as amended. MGP is a general partner of and
investment adviser to the Fund. AWM is a registered investment adviser under
the Investment Advisers Act of 1940 and also serves as the general partner of,
and investment adviser to, the Cayman Fund. Austin W. Marxe is the principal
owner and President of AWM.
