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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 12)(1)
TRANSMEDIA NETWORK INC.
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(Name of Issuer)
Common Stock, $.02 Par Value Per Share
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(Title of Class of Securities)
893767-30-1
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(CUSIP Number)
Stephen P. Farrell, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue, New York, NY 10178
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 2000
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(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. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 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 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Melvin Chasen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0 shares of Common Stock
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
751,239 shares of Common Stock
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
751,239 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
751,239 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 893767-30-1 13D Page 3 of 5 Pages
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This Amendment No. 12 to Schedule 13D relates to the common stock, par
value $.02 per share ("Common Stock"), of Transmedia Network Inc. (the
"Issuer"). All capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to such terms in the Schedule 13D.
Only those Items that are amended or supplemented are reported herein. Except as
amended and supplemented, the Schedule 13D, including the definitions of terms
not otherwise defined herein, remains in full force and effect. Item 5 of the
Schedule 13D is hereby amended to read in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated as follows:
(a) Melvin Chasen is the beneficial owner of 751,239 shares of Common
Stock. The shares beneficially owned by Melvin Chasen include (i) 372,361 shares
of Common Stock beneficially owned by Mr. Chasen, (ii) 178,100 shares
beneficially owned by a family partnership for which Melvin Chasen exercises
shared voting and investment authority, and (iii) 200,778 shares of Common Stock
beneficially owned by Iris Chasen, the wife of Melvin Chasen. Melvin Chasen may
be deemed to be the beneficial owner of Iris Chasen's Common Stock; however, he
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: 751,239 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 751,239
shares of Common Stock. See Item 6.
(iii) Sole power to dispose or to direct the disposition of: 0
shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
751,239 shares of Common Stock. See Item 6.
(c) On February 24, 2000, Mr. Chasen sold 9,100 shares of Common Stock
at $5.00 per share in a brokered transaction in the public market. On February
25, 2000, Mr. Chasen sold 10,000 shares of Common Stock at $5.00 per share in a
brokered transaction in the public market. On February 25, 2000, Mr. Chasen sold
5,000 shares of Common Stock at $5.125 per share in a brokered transaction in
the public market. On February 25, 2000, Mr. Chasen sold 2,000 shares of Common
Stock at $5.375 per share in a brokered transaction in the public
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CUSIP No. 893767-30-1 13D Page 4 of 5 Pages
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market. On February 25, 2000, Mr. Chasen sold 2,500 shares of Common Stock at
$5.25 per share in a brokered transaction in the public market.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock beneficially owned by Mr. Chasen.
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CUSIP No. 893767-30-1 13D Page 5 of 5 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: March 9, 2000
/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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