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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 10)(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)
March 19, 1999
(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. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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(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).
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CUSIP No. 893767-30-1 13D Page 2 of 7 Pages
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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 0 shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,040,009 shares of Common Stock
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,040,009 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,009 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)
8.26%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 893767-30-1 13D Page 3 of 7 Pages
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The Statement on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission on November 14, 1997 by Melvin Chasen is
hereby amended and supplemented by this Amendment No. 10 as follows:
Item 1. Security and Issuer.
The securities to which this statement relates are shares of common
stock, par value $.02 per share (the "Common Stock"), of Transmedia Network
Inc., a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 11900
Biscayne Boulevard, Miami, Florida 33181.
Item 2. Identity and Background.
Melvin Chasen is a partner of Evolution Consulting Group, Inc.
Correspondence should be directed to: Melvin Chasen, c/o Transmedia Network
Inc., 11900 Biscayne Boulevard, Miami, Florida 33181. The address of Evolution
Consulting Group, Inc. is 2300 Glades Road, Suite 220W, Boca Raton, Florida
33431.
During the last five years, Melvin Chasen has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
Melvin Chasen is a citizen of the United States of America.
Based upon information contained herein, Melvin Chasen may be deemed to
be part of a group with the Purchaser (as hereinafter defined), however, Melvin
Chasen disclaims being a part of any such group.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
Not Applicable.
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CUSIP No. 893767-30-1 13D Page 4 of 7 Pages
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 1,040,009 shares of Common
Stock. The shares beneficially owned by Melvin Chasen include (i) 234,100 shares
owned by a family partnership for which Melvin Chasen exercises shared voting
and investment authority, and (ii) 200,778 shares of Common Stock held by Iris
Chasen, the wife of Melvin Chasen. Melvin Chasen 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: 1,040,009 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
1,040,009 shares.
(iii) Sole power to dispose or to direct the disposition of:
1,040,009 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of: 0.
(c) On March 18, 1999, the Chasen Family Partnership sold 500 shares of
Common Stock at $5.125 per share in a brokered transaction in the public market.
On March 19, 1999, the Chasen Family Partnership sold 10,000 shares of Common
Stock at $4.50 per share in a brokered transaction in the public market.
(d) Melvin Chasen has sole right to receive dividends on the 1,040,009
shares of Common Stock beneficially owned by Melvin Chasen.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Melvin Chasen and Iris Chasen, his spouse (collectively, the
"Stockholders"), are parties to an Amended and Restated Agreement Among
Stockholders (the "Stockholders Agreement"), dated as of March 3, 1998, pursuant
to which the Stockholders granted Samstock, L.L.C. ("Samstock") and
EGI-Transmedia Investors, L.L.C. ("TNI", and together with Samstock, the
"Purchaser") a proxy to vote their shares and a right of first refusal on sales
of their shares, subject to certain conditions. The Purchaser also has the right
to require the Stockholders to sell their shares on the
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CUSIP No. 893767-30-1 13D Page 5 of 7 Pages
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same terms as the Purchaser in certain circumstances. The Purchaser agreed to
vote all shares over which it has voting control in favor of the election of
Melvin Chasen to the Issuer's Board of Directors, as long as (i) the
Stockholders own at least 950,000 shares of Common Stock of the Issuer, and (ii)
the Purchaser and its affiliates collectively own at least five percent (5%) of
the voting power of all of the Issuer's voting securities.
Melvin Chasen disclaims beneficial ownership of the Issuer's Common
Stock and warrants to purchase Common Stock owned by the Purchaser and its
affiliates.
The Stockholders Agreement is incorporated by reference to the Issuer's
Current Report on Form 8-K as an exhibit to this Amendment No. 10 to Schedule
13D. The foregoing summary of material terms of this document is qualified in
its entirety by reference to this exhibit.
Except as disclosed in this Statement on Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between Melvin Chasen and any other person with respect to any securities of
the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 10.1 Amended and Restated Agreement Among Stockholders, dated as of
March 3, 1998, among Samstock, L.L.C., EGI-Transmedia
Investors, L.L.C., Melvin Chasen and Iris Chasen and
Transmedia Network Inc. (1)
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(1) Previously filed as an exhibit to the Issuer's Current Report on Form 8-K,
dated March 3, 1998, as filed with the Commission on March 17, 1998.
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CUSIP No. 893767-30-1 13D Page 6 of 7 Pages
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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: April 8, 1999
/s/ Melvin Chasen
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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.)
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CUSIP No. 893767-30-1 13D Page 7 of 7 Pages
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INDEX TO EXHIBITS
Exhibit Number Description Page
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1 Amended and Restated Agreement Among *
Stockholders, dated as of March 3, 1998,
among Samstock, L.L.C., EGI-Transmedia
Investors, L.L.C., Melvin Chasen and
Iris Chasen and Transmedia Network Inc.
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