SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number ______
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: SEPTEMBER 30, 1996
[_] Transition Report on Form 10-K [_] Transition Report on Form 10-Q
[_] Transition Report on Form 20-F [_] Transition Report on Form N-SAR
[_] Transition Report on Form 11-K
For the Transition Period Ended: ____________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ITEM 6. SELECTED
FINANCIAL DATA, ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS AND ITEM 8. FINANCIAL STATEMENTS.
PART I
REGISTRANT INFORMATION
Full name of registrant TRANSMEDIA NETWORK INC.
Former name if applicable
11900 BISCAYNE BOULEVARD
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Address of principal executive office (STREET AND NUMBER)
MIAMI, FLORIDA 33181
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City, state and zip code
PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[_] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III
NARRATIVE
Transmedia Network Inc. (the "Company") is restating its financial
information for the fiscal year ended September 30, 1995 and is reflecting those
changes in its financial information for the fiscal year ended September 30,
1996. Previously, the Company had been deferring certain costs of acquiring
cardmembers and then amortizing these costs over the average life of a
cardmember, or 24 months. The Company has now decided to defer the costs
associated with obtaining fee paying cardmembers, but only to the extent that
initial fees are generated, and to then amortize these costs over 12 months, the
period of initial membership. Since the Company established a no-fee membership
program in fiscal 1996 and had waived most initial fees in 1994 and 1995, this
change resulted in a write-down of previously capitalized and deferred costs and
an increase in cardmember acquisition costs in the three years. As a result, the
Company's financial statements are being revised by the Company's independent
auditors and, accordingly, the Company is revising the associated Selected
Financial Data and Management's Discussion and Analysis of Financial Condition
and Results of Operations.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DAVID WEINBERG 305 892-3306
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[_] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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TRANSMEDIA NETWORK INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 31, 1996 By /s/ DAVID WEINBERG
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Name: David Weinberg
Title: Chief Financial Officer
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION OF DOCUMENT NUMBERED PAGE
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1 Statement by the Company's independent auditor
stating the reasons why such person is unable to
furnish the required report
5
KPMG Peat Marwick LLP
[Letterhead]
Securities and Exchange Commission
Dear Sir or Madam:
Our report on the 1996 Financial Statements of Transmedia Network Inc. could not
be completed to allow a timely filing of the annual Form 10-K because of the
restatement of the 1994 and 1995 Financial Statements following discussions with
the staff of the Commission.
Sincerely,
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
December 30, 1996
