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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated October 7, 1999) Registration No. 333-84947
Transmedia Network Inc.
4,152,000 Subscription Rights
4,152,000 Shares of Series A Preferred Stock
4,152,000 Shares of Common Stock
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This Prospectus Supplement supplements and amends our Prospectus, dated October
7, 1999 (the "Prospectus"), relating to our distribution of non-transferable
rights to purchase Series A senior convertible redeemable preferred shares to
persons who owned shares of our common stock as of the close of business on the
record date, October 6, 1999.
We are distributing this Prospectus Supplement for the sole purpose of extending
the period in which you may exercise your rights to subscribe for our Series A
preferred shares as follows:
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Expiration time................................. November 1, 1999, 5:00 p.m., Eastern Standard Time.
Procedure for exercising rights................. To exercise your rights, you should complete the
subscription certificate and forward it, along with
payment in full of the subscription price for the number
of Series A preferred shares you wish to purchase, to the
subscription agent for receipt on or prior to the expiration
time. If you plan to mail the subscription certificate, we
recommend that you use insured, registered mail.
Method of payment............................... You may pay for the shares by (1) check or bank draft
(cashier's check) drawn upon a United States bank or a
postal, telegraphic or express money order payable to
"American Stock Transfer & Trust Company", as
subscription agent or (2) wire transfer of funds to an
account maintained by the subscription agent for the
purpose of accepting subscriptions at the Chase
Manhattan Bank, Account No. 323-062547 (Transmedia
Network Inc.); ABA No. 021000021.
The subscription price will be considered to have been
received by the subscription agent only upon:
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(1) clearance of any uncertified check;
(2) receipt by the rights agent of any certified
check or bank draft upon a United States bank
or of any postal, telegraphic or express money
order; or
(3) receipt of collected funds in the subscription
agent's account designated above.
Funds paid by uncertified personal check may take at
least five business days to clear. Accordingly, if you
wish to pay by means of an uncertified personal check,
we urge you to make payment sufficiently in advance of
November 1, 1999 to ensure that the payment is
received and clears before that date. We also urge you
to consider payment by means of certified or
cashier's check or money order.
Guaranteed Delivery Procedures....... If you want to exercise your rights, but time will not
permit your subscription certificate to reach the
subscription agent on or prior to 5:00 p.m. on November
1, 1999, you may exercise your rights if you satisfy the
following Guaranteed Delivery Procedures:
(1) You send, and the subscription agent receives, payment in full
for each Series A preferred share being purchased through the basic
subscription right and the oversubscription privilege, on or prior to
November 1, 1999;
(2) You send, and the subscription agent receives, on or prior to
November 1, 1999, a Notice of Guaranteed Delivery, substantially in
the form provided with the attached instructions, from a member firm
of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United
States. The Notice of Guaranteed Delivery must state your name, the
number of rights that you hold, the number of Series A preferred
shares that you
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wish to purchase pursuant to the basic subscription right and the
number of shares, if any, you wish to purchase pursuant to the
oversubscription privilege. The Notice of Guaranteed Delivery must
guarantee the delivery of your subscription certificate to the
subscription agent within three New York Stock Exchange trading
days following the date of the Notice of Guaranteed
Delivery; and
(3) You send, and the subscription agent receives, your properly
completed and duly executed subscription certificate, including any
required signature guarantees, within three NYSE trading days
following the date of your Notice of Guaranteed Delivery. The Notice
of Guaranteed Delivery may be delivered to the subscription agent in
the same manner as your subscription certificate at the addresses set
forth below, or may be transmitted to the subscription agent by
facsimile transmission, to facsimile number (718) 234-5001.
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For more information about the rights offering, you should read the Prospectus
in its entirety, including the information appearing under the heading "The
Rights Offering" beginning on page 19. You should read all references to October
22, 1999 in the Prospectus as November 1, 1999.
Our common stock is listed on the New York Stock Exchange under the symbol
"TMN." On October 18, 1999, the closing price of the common stock as reported by
the NYSE was $2.50.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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This Prospectus Supplement is dated October 19, 1999.
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