<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 17, 1999
-------------------------------
TRANSMEDIA NETWORK INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 001-13806 84-6028875
- ------------------------------ -------------------- -----------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
11900 Biscayne Boulevard, Suite 460, Miami, Florida 33181
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (305) 892-3300
------------------------------
- --------------------------------------------------------------------------------
(Former Name or Address, if Changed Since Last Report)
<PAGE>
ITEM 5. Other Events.
On March 17, 1999, Transmedia Network Inc., a Delaware corporation (the
"Registrant"), entered into an Asset Purchase Agreement (the "Purchase
Agreement") with SignatureCard, Inc., an Indiana corporation (the
"SignatureCard"), providing for the sale to the Registrant of certain assets of
SignatureCard related to a membership program operated under the Dining A La
Card trade name and service mark (the "Assets"). SignatureCard is an indirect
subsidiary of Montgomery Ward & Co., Incorporated. The consideration includes
(i) cash, in an amount equal to the cash funded by SignatureCard for certain
"qualified" rights-to-receive (currently estimated at $36.0 million), (ii)
400,000 shares of Common Stock, par value $.02 per share, of the Registrant (the
"Shares") and (iii) options (the "Option") to purchase an additional 400,000
shares of Common Stock of Registrant at any time during the three-year period
following the closing at an exercise price of $4.00 per share. Upon satisfaction
of certain conditions, SignatureCard may, during the period commencing six
months following the closing and ending on the date which is three years
following the closing, require the Registrant to repurchase all or part of the
Shares at a price of $8.00 per share. In addition, upon satisfaction of certain
conditions, the Registrant may be required to share with SignatureCard certain
amounts recovered by Registrant from other rights-to-receive acquired but not
paid for by the Registrant.
The closing of the transaction is subject to various conditions,
including, among others, the procurement of all material consents, the accuracy
of representations and warranties, the performance of covenants, the absence of
litigation and the Registrant's obtaining financing to complete the transaction.
It is also subject to the requirement that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have expired or been
terminated.
The Purchase Agreement is terminable by the Registrant if it is unable
to obtain financing on terms acceptable to it; however, the Registrant will be
obligated to reimburse SignatureCard for its expenses in connection with the
execution of the Purchase Agreement up to a maximum of $250,000 if the Purchase
Agreement is terminated because the Registrant's does not obtain financing
satisfactory to it. The Purchase Agreement is also terminable by either party if
the transactions contemplated thereby have not been consummated before May 31,
1999.
In connection with the acquisition of the Assets by the Registrant,
SignatureCard and the Registrant will enter into a Services Collaboration
Agreement (the "Services Agreement") which will provide for an on-going
relationship whereby SignatureCard will continue to provide dining members from
its airline frequent flyer partner programs and other marketing programs. The
Services Agreement will also provide for profit sharing between the Registrant
and SignatureCard for 12.5 years from the closing date on those profits
attributable to SignatureCard generated members as well as sharing membership
fees for those fee paying members either acquired in this transaction or
subsequently acquired through SignatureCard.
(Page 2 of 3 Pages)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSMEDIA NETWORK INC.
Date: April 1, 1999 By: /s/ Stephen E. Lerch
-------------------------------------
Stephen E. Lerch
Executive Vice President and Chief
Financial Officer
(Page 3 of 3 Pages)
