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As filed with the Securities and Exchange Commission on November 6, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TRANSMEDIA NETWORK INC.
(Exact name of registrant as specified in its charter)
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<TABLE>
<CAPTION>
Delaware 11900 Biscayne Boulevard 84-6028875
<S> <C> <C>
(State or other jurisdiction North Miami, Florida 33181 (I.R.S. Employer
of incorporation or organization) (305) 892-3300 Identification Number)
</TABLE>
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Gene M. Henderson
President and Chief Executive Officer
Transmedia Network Inc.
11900 Biscayne Boulevard
North Miami, Florida 33181
(305) 892-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Stephen P. Farrell, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective. If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for the
same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class Of Amount To Be Offering Aggregate Offering Registration
Securities To Be Registered Registered Price Per Share (1) Price (1) Fee
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Series A preferred stock, par value $.10 per
share................................... 2,935,511 $2.75 $8,072,655.2 $2,131.18
Common stock, par value $.02 per share.. 13,057,089 $2.25 (2)(3) $29,378,450(4) $4,833.13(4)(5)
================================================= ================= ======================= ======================== ===============
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Estimated pursuant to Rule 457(g).
(3) Plus an indeterminate number of shares of common stock as may from time
to time be issued upon conversion of the Series A preferred stock or
pursuant to the other terms of the Series A preferred stock, including
the antidilution and dividend provisions thereof. Such additional shares
of common stock are hereby registered pursuant to Rule 416.
(4) No separate consideration will be received by Transmedia upon conversion
of the Series A preferred stock and, accordingly, no registration fee is
payable pursuant to Rule 457(i).
(5) A total of 4,920,509 shares of common stock are carried forward from the
Registrant's prior Registration Statement on Form S-3 (Registration No.
333-53147) pursuant to Rule 429 under the Securities Act of 1933, and,
accordingly, the registration fee paid herewith is based upon 11,072,091
shares of capital stock being newly registered by this Registration
Statement.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
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Common Stock
Series A Preferred Stock
TRANSMEDIA NETWORK INC.
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We have prepared this prospectus for use by certain of its stockholders
who wish to sell up to 2,935,511 shares of Series A preferred stock (or an equal
number of shares of common stock into which the shares of Series A preferred
stock are converted) and up to 13,057,089 shares of common stock.
We will receive none of the proceeds resulting from the sale of the
shares offered by the selling stockholders under this prospectus.
Our common stock and Series A preferred stock are listed on the New
York Stock Exchange (Symbols: TMN and TMNPrA). On October 31, 2000, the last
reported sale prices of the common stock was $2.38 and of the Series A preferred
stock was $2.75 per share.
This investment involves risk. Carefully consider the risk factors
beginning on page 5.
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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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The date of this Prospectus is November __, 2000
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No person has been authorized to give any information or to make any
representation other than those contained in, or incorporated by reference into,
this prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by Transmedia or any selling
stockholder. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of these securities
by anyone, in any state in which such offer, solicitation, or sale would be
unlawful prior to the registration or qualification under the securities laws of
any state, or in which the person making such offer or a solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Neither delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the information presented in this prospectus or the affairs of
Transmedia since the date hereof.
WHERE YOU CAN GET MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities
and Exchange Commission to register the securities offered by this prospectus.
This prospectus does not contain all of the information contained in the
registration statement, including its exhibits and schedules. You should refer
to the registration statement for further information about us and the
securities the selling stockholders are offering. Statements made in this
prospectus about certain contracts or other documents are not necessarily
complete. When we make such statements, we refer you to the copies of those
contracts or other documents that are filed as exhibits to the registration
statement, because those statements are qualified in all respects by reference
to those exhibits. The registration statement, including the exhibits and
schedules, are on file at the offices of the SEC and may be inspected without
charge.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings, including the registration
statements, are available to the public over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
about the public reference rooms.
Our common stock and Series A preferred stock are traded on the New
York Stock Exchange. You may also read our SEC filings and other information at
the New York Stock Exchange.
DOCUMENTS INCORPORATED BY REFERENCE
SEC rules allow us to include some of the information required to be in
the registration statements by incorporating that information by reference to
other documents we file with them. That means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC (before the termination of this
offering) automatically will update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until all of the securities covered by this prospectus are sold:
o Annual Report on Form 10-K for the fiscal year ended September 30, 1999
(filed with the SEC on January 6, 2000);
o Quarterly Reports on Form 10-Q for the quarters ended December 31, 1999
(filed with the SEC on February 14, 2000); March 31, 2000 (filed with
the SEC on May 15, 2000) and June 30, 2000 (filed with the SEC on
August 14, 2000);
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o Current Reports on Form 8-K filed with the SEC on April 1, 1999 and
July 14, 1999 (as amended by Forms 8-K/A filed with the SEC on
September 14, 1999 and October 5, 1999);
o The description of our common stock contained in our registration
statement on Form 8-A (filed with the SEC on June 4, 1995); and
o The description of our Series A preferred stock contained in our
registration statement on Form 8-A (filed with the SEC on November 3,
1999).
You may request a copy of these filings, which we will provide to you
at no cost, by writing or calling us at the following address: Transmedia
Network Inc., 11900 Biscayne Boulevard, North Miami, Florida 33181, telephone:
(305) 892-3306, Attention: Secretary.
This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. Reports which we file with the SEC after the date
of this prospectus may also contain information that updates, modifies or is
contrary to information in this prospectus or in documents incorporated by
reference in this prospectus. Investors should review these reports as they may
disclose a change in the business, prospects, financial condition or our other
affairs after the date of this prospectus.
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PROSPECTUS SUMMARY
This summary highlights selected information contained or incorporated
by reference in this prospectus. It is not complete and may not contain all of
the information that is important to you. To understand the offering fully, you
should read the entire prospectus carefully, including the risk factors, and our
financial statements and the notes to those statements incorporated by reference
in this prospectus.
We market dining rewards programs which offer benefits to our members.
Our rewards programs are primarily for dining and to a lesser degree on lodging,
travel, retail and catalogue merchandise and long distance telephone calls. We
recently adopted a conversion plan that allows card members to realize their
savings through the use of a registered credit card, rather than via a private
label charge card linked to a credit card. We believe that operating a
registered card dining program under our new brand-name, iDine, provides a more
discreet, user-friendly mechanism since members are able to register a valid
credit card with us and then present that registered card when dining at
participating restaurants in order to access their rewards and benefits. This
method is in contrast to our previous strategy whereby a separate private label
credit card, the Transmedia Card, was issued to members who then used it to
obtain discounts at participating restaurants. We converted our Transmedia Card
program to a registered card platform following our acquisition of Dining A La
Card in June 1999. As a result of this acquisition, we estimate that our member
base and network of participating restaurants has grown to approximately
3,200,000 and 7,000, respectively, from our previous base of 1,100,000 members
and 5,600 restaurant merchants.
In connection with our conversion to the iDine registered card format,
we have launched an e-commerce initiative through our wholly owned subsidiary
iDine.com. This on-line revenue management product, accessed through the iDine
website, allows restaurants to create special real-time incentives and
promotions in order to drive incremental traffic during slow periods. Consumers
have their choice of receiving benefits in either points or cash and may convert
the points into complimentary dining or frequent flyer miles. The website also
allows for national restaurant listings and access to reviews.
We originally operated in central and south Florida, New York, New
Jersey, Chicago and Los Angeles metropolitan areas, Boston and surrounding New
England, Baltimore/Washington DC area, Philadelphia, San Francisco, Detroit,
Indianapolis, Milwaukee, Denver, Phoenix, North and South Carolina, Georgia,
parts of Tennessee, and Texas. As a result of our acquisition of Dining A La
Card and other recent expansion opportunities, we now operate in 35 metropolitan
United States markets, most of which are travelers' destination cities.
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RISK FACTORS
You should carefully consider the following risk factors and other information
in this prospectus before deciding to purchase any shares offered by this
prospectus.
We have had losses from operations for the last three fiscal years and in the
first and third quarters of the current fiscal year. The operations of Dining A
La Card, which we acquired in June 1999, had sustained operating losses since
its inception.
We have incurred net losses of $400,000, $7.8 million and $10.4 million
during fiscal 1997, 1998 and 1999, respectively, and incurred a net loss of $5.4
million in the nine months ended June 30, 2000. The principal causes of our
losses were (1) decreases in rights-to-receive revenue, due primarily to lower
sales volume in our largest markets, (2) increases in selling, general and
administrative expenses (due, in part, to one-time payments in termination of
employment and consulting agreements to our former chief executive during fiscal
1998 and, in other periods, to increases in information technology expenses
principally associated with year 2000 remediation and legal reserves), (3)
decreases in the number of new enrollments due largely to enforcement of privacy
regulations as they pertain to soliciting and enrolling credit card holding
members, and lower and often less frequent spending by new members and (4) in
1999 and the first quarter of fiscal 2000, expenses incurred as a result of the
acquisition of Dining A La Card, the operations of which had not yet been
integrated. Although we were able to make a profit of $437,000 during the second
quarter of fiscal 2000 following the completion of the integration of Dining A
La Card, we had a loss in the third quarter of fiscal 2000, and we cannot assure
you that our future operations will be profitable.
Our recently adopted new business strategies may not be successful.
We have adopted a strategy of shifting our business to a registered
card platform and away from the private label Transmedia Card. We have adopted
this strategy principally for three reasons. First, we believe consumers prefer
the discretion of a registered card (in which dining guests are unaware that the
cardholder is receiving a discount) as opposed to the private label (which is
commonly associated with discount dining). Second, our recent acquisition of
Dining A La Card has provided us with a strong registered card infrastructure
upon which we have improved. Finally, because the changing regulatory landscape
has impacted our most successful solicitation method for the private label card,
a registered card program can provide us with alternative marketing solutions.
Nevertheless, implementation of this strategy has been difficult, expensive, and
time consuming. Merchants may resist the change and various administrative
mechanisms must still be put in place. We cannot assure you that this strategy
will be implemented successfully. Any failure in its implementation, however,
could have an adverse effect on our business and operating results.
We have also adopted an internet strategy for and are in the process of
enhancing our website, iDine.com. We engaged a consulting firm to assist us in
the development of a definitive internet strategy that will allow us to
capitalize on our dominant position in the fine dining segment of the restaurant
industry, with approximately 7,000 restaurants in 35 major metropolitan markets
and plans for further market expansion. It is our belief that applying yield
management techniques similar to those presently in use in the airline industry
to the dining industry, interfacing with restaurant reservation and table
management systems, and expanding into catering and take-out are all
opportunities to be exploited through the internet. Any failure in the
implementation of this strategy, however, could have an adverse effect on our
business and operating results.
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We may have difficulty meeting our future cash needs.
Our business is cash intensive. We need cash to fund new contracts,
support our operations and capitalize our growth. In addition, in connection
with our acquisition of Dining A La Card, we granted to SignatureCard the right
to require us to repurchase the shares paid to it for a total consideration of
$3.2 million at any time until June 2002. Although we concluded an $80.0 million
securitization facility in December 1999, our borrowing base is limited to the
receivables assigned thereunder. At June 30, 2000, the borrowing base under this
facility was approximately $60.7 million, of which approximately $59.6 million
had been drawn down. We are in discussions with our financing bank and other
financial institutions to ensure that an element of our credit facility which
relates to the fulfillment of certain material obligations thereunder will be
renewed on favorable terms and we cannot assure you that these discussions will
be successful. If we are not able to accomplish the renewal, we may be required
to scale back or abandon one or more of our strategies, which would have a
material adverse effect on our business, operations and financial condition.
We acquired all of our domestic franchises. On June 30, 2000, we
acquired our Virginia franchise for a cash payment of $25,000. On June 29, 2000,
we acquired our Washington DC area franchise for a cash payment of $1.4 million,
issuance of two fully subordinated promissory notes each in the amount of $1.0
million which are convertible for common stock, and the issuance of 352,423
shares of common stock valued at $1.5 million. On March 31, 2000, we acquired
all the shares of our New Jersey franchise for $3.0 million payable in three
installments. The final installment of $250,000 is due March 31, 2001. There is
no assurance that our strategy of acquiring our franchises will have a
beneficial effect on our business.
To develop our electronic commerce business we raised $10.0 million in
financing through a private placement. This amount of funding may be inadequate,
and if adequate, is no assurance that our electronic commerce initiative will be
successful.
We depend upon our ability to attract and retain desirable merchants.
The majority of our revenue is derived from our right to receive cash
in exchange for food and beverage credits. Our business depends on our ability
to attract a large variety of desirable merchants in each geographic market and
in proportion to our membership either in that area or that visit that area in
order to generate both rights-to-receive and member interest. Failure to procure
contracts with a large number of merchants in a timely manner or any significant
reduction in business from such merchants in any market would reduce
rights-to-receive revenue and adversely affect our business. In addition, a
failure to attract desirable merchants could cause members to cancel their
memberships with us or choose not to give a membership as a gift, and would harm
our ability to attract new members and participating merchants. Any decline in
member usage or membership enrollments would slow rights-to-receive turnover,
causing a further decline in rights-to-receive revenue, and would reduce our fee
income.
We depend upon our agreements with transaction processors, presenters and
aggregators.
Because credit card processing is an integral part of our business, our
relationship with the credit card processors, transaction presenters and
aggregators of credit card transactions are very important. We have executed a
five-year contract with OrderTrust, Inc. to perform a portion of our transaction
aggregating. As part of the acquisition of Dining A La Card, we acquired
contracts with approximately 20 presenters, and under the agreement, we have
licensed those contract rights to OrderTrust who will manage our relationships
with those transaction presenters. Should these relationships terminate and we
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are unable to find suitable replacements, our ability to receive, process and
present merchant transactions could be impaired, which would materially and
adversely impact our operations and profitability and expose us to potential
liability.
We depend upon increasing our marketing force, forming new marketing
relationships to grow our business and on our ability to attract and retain
active members.
We must aggressively hire marketing personnel and enter into new
marketing relationships to help gain access to large groups of potential
customers. We have relationships with various organizations for the marketing,
support and endorsement of our services and products. For example, we rely on
our agreements with banks, credit unions, corporations and other entities across
the country to market our services to their existing and future customer base.
However, we need to expand these relationships and enter into new relationships.
We have entered into agreements to direct potential members to our programs via
means of specific web pages. In connection with our acquisition of Dining A La
Card, we entered into a services collaboration agreement with SignatureCard. We
cannot assure you that this relationship will be successful or that
SignatureCard will be able to maintain its existing relationships with most of
the major airlines. Furthermore, our relationship with SignatureCard precludes
us from directly forming marketing relationships with those airlines. If our
agreement with SignatureCard is unsuccessful, we would be required to develop
marketing relationships on our own and at our own expense. The development of
these partnerships might be a long and difficult process, requires experienced
sales and marketing personnel and may not be successful.
Our future success depends in large part upon continued demand for our
programs by consumers. Any number of factors could affect the frequency with
which consumers participate in our programs or whether they enroll in a
Transmedia program at all. These factors include (1) consumer tastes and dining
preferences, (2) the frequency with which consumers dine out, (3) general
economic conditions, (4) weather conditions and (5) the availability of
alternative discount programs in the local region in which consumers live and
work. Any significant decline in usage or increase in program cancellations,
without a corresponding increase in new member enrollments, would have a
material adverse effect on our business.
Our future success depends upon programs we market through credit card issuers,
banks, airlines and other marketing partners. A downturn in those industries
would adversely affect us.
Our future success depends upon demand for our dining programs from
businesses and industries we serve or seek to serve. A significant downturn in
an industry or trend within an industry to reduce or eliminate its use of
membership programs would have a material adverse effect on our business,
financial condition and results of operations.
We are susceptible to merchant credit risk.
We attempt to enroll restaurants and other merchants which are
financially sound and offer a variety of quality food and services. To the
extent that participating merchants fail, we could be adversely affected.
Because we generally make cash advances to restaurants and other participating
merchants in exchange for rights, we may not be able, upon the failure of a
business, to collect the full amount, or any, of the funds advanced. Although
our practice generally is to protect our right to recover advanced monies by
taking a security interest in a merchant's collateral or other guarantees, we
cannot assure you that these measures would be adequate to enable us to recover
losses.
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Economic slowdowns could hurt our business.
The success of our business depends on our members' use at
participating merchants of credit cards registered with our iDine program. If
the national or local economy slows in the regions in which we do business, our
members may perceive that they have less disposable income to permit them to
dine out. As a consequence, they may dine out less frequently, and use their
registered cards less often, if at all. Any decline in program usage would hurt
our business. In addition, a decline in the national economy or in the regions
in which we operate typically has an initial positive impact because restaurants
can more readily absorb the incremental business. However, a sustained economic
downturn could cause merchants who participate in our programs to go out of
business. Although our practice generally is to protect our right to recover
monies we advance to merchants by taking a security interest in a merchant's
assets, we cannot assure you that such measures would be adequate. It is likely
that, should the number of merchants entering bankruptcy rise, the number of
uncollectible accounts would also rise. This would have an adverse effect on our
business.
An inability to maintain an appropriate balance between the number of members
and the number of merchants in each market may adversely affect our operations.
The success of our business depends on our ability to maintain an
appropriate ratio of members to merchants within each geographic market we
serve. If we have too many members and not enough restaurants, our member base
may become dissatisfied and participating restaurants may experience a higher
volume of rewards business than anticipated. This could result in low program
usage, high membership cancellations and attrition in the restaurant base.
Alternatively, if too many restaurants participate in our programs with too few
members, rights-to-receive turnover volume will be reduced resulting in reduced
revenue. Managing this ratio requires an ability, among other things, to
anticipate trends within a market and the desires of our customers and
participating restaurant partners. We are endeavoring to analyze our markets in
terms of member and restaurant counts by zip code. We cannot assure you that we
will be able to manage this balance effectively in each of our markets. An
inability to do so, however, could harm our business.
We depend upon members of our senior management.
Our success will depend, in part, on the skills, experience, efforts
and policies of Gene M. Henderson, our President and Chief Executive Officer,
and certain other key employees, including our Executive Vice President and
Chief Financial Officer and certain officers of our principal subsidiaries. If
one or more of these senior executives or key personnel were not to remain
active with us, our results of operations could be affected.
Initial and renewal fee memberships contribute to our profitability;
cancellations could impact our profitability.
During an initial annual membership term or a renewal term, members who
pay a fee may cancel their memberships in the program, generally for a pro rata
refund of the membership fees for that period. Accordingly, profitability of our
programs depends, in part, on recurring and sustained fee membership renewals.
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We may need additional capital.
The need to raise funds may arise in the future. We may raise funds
through the sale of equity or convertible debt securities. Should we do so, your
ownership percentage as well as the value of the stock outstanding likely will
be reduced. We cannot assure you that we will be able to raise funds on
acceptable terms or at all. If we do not obtain additional financing, our
business, operations and financial condition could be materially adversely
affected.
There may be a limited market for the Series A preferred stock.
We issued the Series A preferred stock in November 1999. An active
market in these shares has not yet developed and we cannot assure you that one
will develop. In addition, a principal stockholder holds 2,692,748 of these
shares, or 65% of the Series A preferred stock outstanding, further reducing
liquidity to other stockholders. The market price for the Series A preferred
shares and the common shares may be subject to significant fluctuations, and may
not be equal to the price you paid for the shares.
The listing of our common stock and Series A preferred stock on the New York
Stock Exchange is subject to compliance with our business plan and monitoring by
the NYSE over the next year (or longer).
In August 1999, the New York Stock Exchange notified us of the pending
adoption of amendments to its continued listing criteria and of our
noncompliance with the new standards. In accordance with the requirements of the
notification, Transmedia submitted to the NYSE its plan to come into compliance
with the new criteria. In September 1999, the NYSE advised us that our plan had
been accepted and that we would continue to be a listed company on the NYSE
through March 31, 2001. However, our performance relative to the plan of
compliance is subject to monitoring by the NYSE through 2000. We cannot assure
you that we will comply with this plan or that our securities will remain listed
on the NYSE.
We are controlled by Samstock and its affiliates.
Our largest stockholder, Samstock, L.L.C. and its affiliates, as of
October 12, 2000 beneficially owned in aggregate 9,176,725 shares of our common
stock, representing approximately 39.71% of our outstanding common stock
(assuming the immediate conversion of all shares of Series A preferred stock
into common stock). Of this amount, 5,015,700 shares were owned by Samstock and
its affiliates, 2,618,850 shares were issuable upon the exercise of warrants
held by Samstock and its affiliates, 1,390,347 shares were held by others but
were subject to voting and disposition restrictions in favor of Samstock and
166,227 shares were issuable upon exercise of warrants held by others but would
be, if exercised, the subject of voting and disposition restrictions in favor of
Samstock. As a result of its ownership, Samstock and its affiliates will be able
to determine (or substantially influence) the outcome of all matters submitted
to a vote of stockholders, including the election of directors. The interests of
Samstock may be different from the interests of other stockholders.
Samstock also holds over 65% of our outstanding Series A preferred
stock, as a class. Consequently, it has the right to require us to convert the
entire Series A preferred stock into common stock at its election at any time.
Upon certain defaults in the payment of Series A preferred dividends, holders of
the Series A preferred stock, as a class, will have the right to elect two
directors to fill newly-created directorships. Because Samstock holds over
two-thirds of the outstanding shares of Series A preferred stock, Samstock will
control the election of these directors. Samstock presently has two designees on
our eight-member board of directors.
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Our board of directors may issue additional shares of preferred stock without
stockholder approval.
Our certificate of incorporation authorizes the issuance of up to
10,000,000 shares of preferred stock with rights and preferences that may be
determined from time to time by the board of directors. An aggregate of
4,149,378 shares of preferred stock were issued in connection with the rights
offering. Accordingly, the board of directors may, without stockholder approval,
issue one or more new series of preferred stock with rights which could
adversely affect the voting power or other rights of the holders of outstanding
shares of preferred stock or common stock. In addition, the issuance of
additional shares of preferred stock may have the effect of rendering more
difficult, or discouraging, an acquisition or change in control of Transmedia.
Although we do not have any current plans to issue any additional series or
shares of preferred stock, we may do so in the future.
The future sales of restricted and other shares may cause our stock price to
drop.
Sales of a substantial amount of stock in the public market (such as
the shares registered pursuant to this prospectus), or the perception that these
sales may occur, could result in lower market prices of our securities. This
could also impair our ability to raise additional capital through the sale of
equity securities.
As of October 12, 2000, we had 20,326,273 shares of common stock and
convertible preferred stock outstanding. We sold an aggregate of 8,939,137
shares of Series A preferred and common stock (and issued warrants to purchase
an additional 6,583,566 shares of common stock and issued notes convertible into
an additional 469,897 shares of common stock) to certain of the selling
stockholders named in this prospectus. All of these shares were restricted
securities when issued, but may be sold without restriction or further
registration under the Securities Act, as long as the prospectus covering the
sales remains current and effective. In addition, 2,197,193 shares of common
stock are issuable upon exercise of outstanding employee and director stock
options and additional 614,616 shares are available under our incentive stock
option plans for future grant. All of these shares have been registered for
sale. As of September 29, 2000, other outstanding options were exercisable to
purchase 705,968 shares of common stock. Finally, additional shares of stock may
be issued pursuant to the terms of the Series A preferred stock, including the
dividend and anti-dilution provisions.
The issuance and sale of a significant number of shares of our
securities upon the exercise of stock options and warrants, the conversion of
our preferred stock, or the sales of a substantial number of shares of stock
pursuant to Rule 144 or otherwise, could adversely affect the market prices of
our securities.
Stockholders may not be able to resell their stock or may have to sell at prices
lower than the price they paid for it.
The trading prices for our securities has been volatile and could
continue to be subject to significant fluctuations in response to variations in
our quarterly operating results, general conditions in the restaurant industry
or the general economy, and other factors. In addition, the stock market is
subject to price and volume fluctuations affecting the market price for public
companies generally, or within broad industry groups, that may be unrelated to
the operating results or other circumstances of a particular company. These
fluctuations may adversely affect the liquidity of our securities, as well as
the price that holders may achieve for their shares upon any future sale.
-10-
<PAGE>
The issuance of additional shares of common stock upon conversion or exercise of
derivative securities could result in dilution to each stockholder's percentage
ownership interest and could materially affect the market price of the common
and preferred stock.
A substantial number of shares of common stock are issuable by us upon
exercise of outstanding options and warrants and upon conversion of the Series A
preferred stock. Such issuances could result in dilution to a stockholder's
percentage ownership interest and could adversely affect the market price of our
securities.
-11-
<PAGE>
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements." Any statement in
this prospectus, other than a statement of historical fact, is a forward-looking
statement. You can generally identify forward-looking statements by looking for
words such as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe" or "continue." Variations on those or similar words, or the negatives
of such words, also may indicate forward-looking statements.
Although we believe that the expectations reflected in this prospectus
are reasonable, we cannot assure you that our expectations will be correct. We
have included a discussion entitled "Risk Factors" in this prospectus,
disclosing important factors that could cause our actual results to differ
materially from our expectations. If in the future you hear or read any
forward-looking statements concerning us, you should refer back to these Risk
Factors and to the disclosures contained in the documents filed by us with the
SEC after the date of this prospectus and incorporated into this prospectus by
reference.
PROCEEDS
We will not receive any of the proceeds from the sale of the shares by
the selling stockholders. A total of 6,583,566 shares of common stock have been
reserved for the exercise of warrants by the selling stockholders. If all of
these warrants are exercised for cash, we would receive $39,878,589. We can give
no assurances that these warrants will be exercised.
-12-
<PAGE>
SELLING STOCKHOLDERS
The following table shows as to each selling stockholder: (i) the
number and percentage of shares of the outstanding stock of the Company owned as
of October 12, 2000; (ii) the number of such shares which may be sold for the
account of the selling stockholder; and (iii) the number and percentage of such
shares that will be owned by the selling stockholder assuming the sale of all
shares which may be sold. The percentages set forth are based upon 16,176,895
shares of common stock and 4,149,378 shares of Series A preferred stock
outstanding as of October 12, 2000.
<TABLE>
<CAPTION>
Shares Owned Before Sale Shares Which May be Sold Shares Owned After Sale
------------------------ ------------------------ -----------------------
Number of Number of Number of Number of Number of
Selling Number of Preferred Common Preferred Common Preferred
Stockholders Common Shares Shares %(1) Shares Shares %(1) Shares Shares %(1)
-------------------- ------------- ----------- ----- --------- ---------- ----- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Samstock, L.L.C. 4,941,802 (2) 2,692,748 33.3% 4,941,802 2,692,748 33.3% 0 0 *
Halmostock Limited 604,532 (3) 206,204 * 514,532 206,204 * 90,000 0 *
Partnership
Robert M. Steiner, 47,000 (4) 0 * 47,000 0 * 0 0 *
as trustee under the
Robert M. Steiner
Revocable Trust
Brandon Advertising 2,400 0 * 2,400 0 * 0 0 *
& Sales Profit
Sharing Plan
Brandon, Cecil 2,400 0 * 2,400 0 * 0 0 *
Carl G. McGraw, Inc. 26,650 0 * 12,450 0 * 14,200 0 *
& Co.
Collins, John Scott 7,400 0 * 7,400 0 * 0 0 *
Craig, Jack 12,000 0 * 12,000 0 * 0 0 *
Evans, Donald O. 2,400 0 * 2,400 0 * 0 0 *
Fonville & Co. 12,000 0 * 12,000 0 * 0 0 *
Hand, Max R. 10,000 0 * 4,800 0 * 5,200 0 *
Hinrichs, Ivan C. 7,200 0 * 7,200 0 * 0 0 *
Keeter, Thomas E. III 1,200 0 * 1,200 0 * 0 0 *
McCraw, Carl G. Jr. 26,650 0 * 26,650 0 * 0 0 *
McCraw, George-Anne 31,000 0 * 31,000 0 * 0 0 *
McNabb, Michael A. 1,250 0 * 1,250 0 * 0 0 *
Moser, Dr. Edgar S. 4,800 0 * 4,800 0 * 0 0 *
Jr.
Neal, William W. 4,800 0 * 4,800 0 * 0 0 *
Nickels, Henry Jr. 2,400 0 * 2,400 0 * 0 0 *
Parham, Lewis H. 4,800 0 * 4,800 0 * 0 0 *
Propst, Raymond E. 1,200 0 * 1,200 0 * 0 0 *
Shelby Children's 2,400 0 * 2,400 0 * 0 0 *
Clinic P.A. Profit
Sharing Plan
Shipley, William H. 1,250 0 * 1,250 0 * 0 0 *
Thorne, James A. 4,800 0 * 4,800 0 * 0 0 *
Wann, Valerie M. 1,200 0 * 1,200 0 * 0 0 *
Wardlaw, Craig M. 7,200 0 * 7,200 0 * 0 0 *
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Shares Owned Before Sale Shares Which May be Sold Shares Owned After Sale
------------------------ ------------------------ -----------------------
Number of Number of Number of Number of Number of
Selling Number of Preferred Common Preferred Common Preferred
Stockholders Common Shares Shares %(1) Shares Shares %(1) Shares Shares %(1)
-------------------- ------------- ----------- ----- --------- ---------- ----- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Craig M. Wardlaw, 12,000 0 * 12,000 0 * 0 0 *
Trustee-Helen C.
Wardlaw Revocable
Trust Dated 9/19/89
Melvin and Iris 731,439 (5) 0 3.6% 731,439 0 3.6% 0 0 *
Chasen
F. Philip Handy, as 282,847 (6) 84,632(6) 1.75% 117,647 36,559 * 165,200 48,073 *
trustee under The
Blaine Trust
Jason Apple 1,741 (7) 0 * 1,741 0 * 0 0 *
Ellen Haudala 3,482 (8) 0 * 3,482 0 * 0 0 *
Don Leibentritt 6,965 (9) 2,294 * 6,965 0 * 0 2,294 *
William Pate 1,741(10) 0 * 1,741 0 * 0 0 *
Sheli Rosenberg 104,470(11) 0 * 104,470 0 * 0 0 *
Greg Robitaille 88,648(12) 7,009 * 86,648 0 * 2,000 7,009 *
Mark Slezak 23,930(13) 3,108 * 13,930 0 * 10,000 3,108 *
Potomac Dining 822,331(14)(a) 0 * 822,331 0 * 0 0 *
Limited Partnership
Spectrum 370,044(15) 0 * 370,044 0 * 0 0 *
Partners, Inc.
Syed Ali and 264,539(16) 0 * 264,539 0 * 0 0 *
Susan Doherty
Menahem Bessalel 8,534(17) 0 * 8,534 0 * 0 0 *
and Barabara
Roth
Ernest Blackwelder 8,534(18) 0 * 8,534 0 * 0 0 *
Stephanie Bograd 8,534(19) 0 * 8,534 0 * 0 0 *
Peter Corruzzi 8,534(20) 0 * 8,534 0 * 0 0 *
Daniel Hsieh 25,601(21) 0 * 25,601 0 * 0 0 *
Harry Huang and 12,802(22) 0 * 12,802 0 * 0 0 *
Adrienne Masters
Mark Joseph 8,534(23) 0 * 8,534 0 * 0 0 *
Larry Klane 8,534(24) 0 * 8,534 0 * 0 0 *
Johan Magnusson 17,068(25) 0 * 17,068 0 * 0 0 *
Marc Rothman 12,802(26) 0 * 12,802 0 * 0 0 *
David Sayles 8,534(27) 0 * 8,534 0 * 0 0 *
Eric Schoenberg 17,068(28) 0 * 17,068 0 * 0 0 *
David Yuen 34,135(29) 0 * 34,135 0 * 0 0 *
Syed Sanjar Ali 8,534(30) 0 * 8,534 0 * 0 0 *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares Owned Before Sale Shares Which May be Sold Shares Owned After Sale
------------------------ ------------------------ -----------------------
Number of Number of Number of Number of Number of
Selling Number of Preferred Common Preferred Common Preferred
Stockholders Common Shares Shares %(1) Shares Shares %(1) Shares Shares %(1)
-------------------- ------------- ----------- ----- --------- ---------- ----- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Minotaur Partners 3,583,563(31) 0 * 3,583,563 0 * 0 0 *
II, L.P.
ValueVision 657,534(32) 0 * 657,534 0 * 0 0 *
International Inc.
Dominic Mangone 338,767(33) 0 * 328,767 0 * 10,000 0 *
Raymond Bank 32,877(34) 0 * 32,877 0 * 0 0 *
Gene M. Henderson 441,885(35) 46,613 * 164,385 0 * 277,500 46,613 *
Herbert M. Gardner 375,927(36) 91,486 * 46,026 0 * 329,901 46,026 *
James M. Callaghan 307,042(37) 27,153 * 65,754 0 * 241,288 27,153 *
John A. Ward 38,184(38) 95 * 32,877 0 * 5,307 95 *
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Shares Owned Before Sale Shares Which May be Sold Shares Owned After Sale
------------------------ ------------------------ -----------------------
Number of Number of Number of Number of Number of
Selling Number of Preferred Common Preferred Common Preferred
Stockholders Common Shares Shares %(1) Shares Shares %(1) Shares Shares %(1)
-------------------- ------------- ----------- ----- --------- ---------- ----- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
George S. Wiedemann 68,377(39) 5,622 * 32,877 0 * 35,500 5,622 *
Christine M. Donohoo 95,377(40) 0 * 32,877 0 * 62,500 0 *
Frank F. Schmeyer 32,877(41) 0 * 32,877 0 * 0 0 *
Gerald Fleischman 37,877(42) 7,454 * 32,877 0 * 5,000 7,454 *
Elliot Merberg 32,877(43) 0 * 32,877 0 * 0 0 *
Thomas J. Little 164,385(44) 0 * 164,385 0 * 0 0 *
Rod Dammeyer 210,703(45) 144,710 * 200,203 0 * 10,500 144,710 *
Mary K. Gardner 16,983(46) 1,191 * 13,149 0 * 3,834 1,191 *
Peter H. Gardner 13,152(47) 0 * 13,152 0 * 0 0 *
Elizabeth R. Gardner 13,152(48) 0 * 13,152 0 * 0 0 *
David S. Gardner 13,152(49) 0 * 13,152 0 * 0 0 *
</TABLE>
---------------
* Represents less than one percent.
(1) Reflects percentage of total outstanding stock. Assumes that each
outstanding share of Series A preferred stock is convertible into common
stock on a one-for-one basis. The rate of conversion of the Series A
preferred stock will depend upon the market price of the common stock and
the extent of accrued but unpaid dividends on the preferred stock, among
other things. The description of the preferred stock is set forth in the
registration statement on Form 8-A filed with the SEC on November 3, 1999
and incorporated into this prospectus by reference.
(2) Includes (i) 858,892 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at $6.00
per share, $7.00 per share and $8.00 per share, which warrants expire on
March 3, 2003, (ii) 949,000 shares of common stock which may be acquired
upon exercise of outstanding warrants at an exercise price of $2.4813 per
share, which warrants expire on November 9, 2004 and (iii) 810,958 shares
of common stock which may be acquired upon exercise of outstanding warrants
at exercise prices in equal parts at $5.93125 per share and $7.30 per
share, which warrants expire on April 28, 2005.
(3) Includes 166,227 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share and $8.00 per share, which warrants expire on March
3, 2003.
(4) Includes 22,560 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share and $8.00 per share, which warrants expire on March
3, 2003.
(5) Includes (i) 352,561 shares of common stock held by Melvin Chasen, (ii)
200,778 shares of common stock held by Iris Chasen, and (iii) 178,100
shares of common stock held by a family partnership jointly controlled by
Melvin Chasen and Iris Chasen. Melvin Chasen was our Chairman and Chief
Executive Officer until December 1997.
-15-
<PAGE>
(6) Includes (i) 56,470 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at $6.00
per share, $7.00 per share and $8.00 per share, which warrants expire on
March 3, 2003, (ii) 154,700 shares of common stock, (iii) 48,073 shares of
Series A preferred stock held by F. Philip Handy in his individual
capacity, (iv) options to purchase 5,000 shares of common stock at an
exercise price of $5.8750 per share, which options were granted under our
1996 Long-Term Incentive Plan (1996 Plan) and expire in March 2008 and (v)
options to purchase 5,500 shares of common stock at an exercise price of
$4.56, which options were granted under the 1996 Plan and expire in March
2009. F. Philip Handy, a director, was a managing director of Equity Group
Corporate Investments, an affiliate of Samstock, L.L.C., during 1997.
(7) Includes 565 shares of common stock which may be acquired upon exercise of
outstanding warrants at exercise prices in equal parts at $6.00 per share,
$7.00 per share and $8.00 per share, which warrants expire on March 3,
2003.
(8) Includes 1,129 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share and $8.00 per share, which warrants expire on March
3, 2003.
(9) Includes 2,259 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share and $8.00 per share, which warrants expire on March
3, 2003.
(10) Includes 565 shares of common stock which may be acquired upon exercise of
outstanding warrants at exercise prices in equal parts at $6.00 per share,
$7.00 per share and $8.00 per share, which warrants expire on March 3,
2003.
(11) Includes 33,882 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share and $8.00 per share, which warrants expire on March
3, 2003.
(12) Includes (i) 6,776 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at $6.00
per share, $7.00 per share and $8.00 per share, which warrants expire on
March 3, 2003 and (ii) 43,836 shares of common stock which may be acquired
upon exercise of outstanding warrants at exercise prices in equal parts at
$5.93125 per share and $7.30 per share, which warrants expire on April 28,
2005.
(13) Includes 4,518 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share and $8.00 per share, which warrants expire on March
3, 2003.
(14) Includes 469,897 shares of common stock which may be acquired upon
conversion of certain convertible notes at a conversion price of $4.25625.
(15) Includes 211,454 shares of common stock which may be acquired upon
conversion of certain convertible notes at a conversion price of $4.25625.
(16) Includes 151,165 shares of common stock which may be acquired upon
conversion of certain convertible notes at a conversion price of $4.25625.
-16-
<PAGE>
(17) Includes 4,877 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(18) Includes 4,877 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(19) Includes 4,877 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(20) Includes 4,877 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(21) Includes 14,629 shares of common stock which may be acquired upon
conversion of certain convertible notes at a conversion price of $4.25625.
(22) Includes 7,315 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(23) Includes 4,877 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(24) Includes 4,877 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(25) Includes 9,753 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(26) Includes 7,315 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(27) Includes 4,877 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(28) Includes 9,753 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(29) Includes 19,506 shares of common stock which may be acquired upon
conversion of certain convertible notes at a conversion price of $4.25625.
(30) Includes 4,877 shares of common stock which may be acquired upon conversion
of certain convertible notes at a conversion price of $4.25625.
(31) Includes 2,389,042 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at
$5.93125 per share and $7.30 per share, which warrants expire on April 28,
2005.
(32) Includes 438,356 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
-17-
<PAGE>
(33) Includes 219,178 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(34) Includes 21,918 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(35) Includes (i) 109,590 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at
$5.93125 per share and $7.30 per share, which warrants expire on April 28,
2005, (ii) options to purchase 62,500 shares of common stock at an exercise
price of $2.00 per share, which were granted under the 1996 plan and expire
in October 2008 and (iii) options to purchase 25,000 shares of common stock
at an exercise price of $2.375 per share, which were granted under the 1996
Plan and expire in October 2008. Gene Henderson is our President and Chief
Executive Officer and a member of our Board of Directors.
(36) Includes (i) 30,684 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at
$5.93125 per share and $7.30 per share, which warrants expire on April 28,
2005, (ii) options to purchase 7,500 shares of common stock at an exercise
price of $15.00 per share, which options were granted under the 1987 Plan
and expire in March 2004, (iii) options to purchase 5,000 shares of common
stock at an exercise price of $12.25 per share, which options were granted
under the 1987 Stock Option and Rights Plan (1987 Plan) and expire in March
2005, (iv) options to purchase 5,000 shares of common stock at an exercise
price of $7.875 per share, which options were granted under the 1996 Plan
and expire in March 2006, (v) options to purchase 5,500 shares of common
stock at an exercise price of $4.3750 per share, which options were granted
under the 1996 Plan and expire in June 2007, (vi) options to purchase 6,000
shares of common stock at an exercise price of $5.8750 per share, which
options were granted under the 1996 Plan and expire in March 2008 and (vii)
options to purchase 6,500 shares of common stock at an exercise price of
$4.56 per share, which options were granted under the 1996 Plan and expire
in March 2009. Does not include an aggregate of 18,174 shares of stock and
warrants to purchase common stock held by his wife. See footnote 46.
Herbert Gardner is a member of our Board of Directors.
(37) Includes (i) 43,836 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at
$5.93125 per share and $7.30 per share, which warrants expire on April 28,
2005, (ii) options to purchase 84,375 shares of common stock at an exercise
price of $4.8333 per share, which options were granted under the 1987 Plan
and expire in May 2002, (iii) options to purchase 33,750 shares of common
stock at an exercise price of $7.4445 per share, which options were granted
under the 1987 Plan and expire in September 2003, (iv) options to purchase
11,250 shares of common stock at an exercise price of $4.3750 per share,
which options were granted under the 1996 Plan and expire in April 2004,
(v) options to purchase 22,500 shares of common stock at an exercise price
of $5.875 per share, which options were granted under the 1996 Plan and
expire in March 2004, (vi) options to purchase 15,000 shares of common
stock at an exercise price of $5.875 per share, which options were granted
under the 1996 Plan and expire in March 2005 and (vii) options to purchase
12,500 shares of common stock at an exercise price of $4.50 per share,
which options were granted under the 1996 Plan and expire in August 2008.
-18-
<PAGE>
(38) Includes 21,918 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005. John
Ward is a member of our Board of Directors.
(39) Includes (i) 21,918 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at
$5.93125 per share and $7.30 per share, which warrants expire on April 28,
2005, (ii) options to purchase 25,000 shares of common stock at an exercise
price of $5.8750 per share, which options were granted under the 1996 Plan
and expire in March 2008 and (iii) options to purchase 5,500 shares of
common stock at an exercise price of $4.56 per share, which options were
granted under the 1996 Plan and expire in March 2009. George Wiedemann is a
member of our Board of Directors.
(40) Includes (i) 21,918 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at
$5.93125 per share and $7.30 per share, which warrants expire on April 28,
2005 and (ii) options to purchase 37,500 shares of common stock at an
exercise price of $2.63 per share, which options were granted under the
1996 Plan and expire in December 2000. Christine Donohoo was a former
executive officer of Transmedia.
(41) Includes 21,918 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(42) Includes 21,918 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(43) Includes 21,918 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(44) Includes 109,590 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(45) Includes (i) 46,157 shares of common stock which may be acquired upon
exercise of outstanding warrants at exercise prices in equal parts at $6.00
per share, $7.00 per share and $8.00 per share, which warrants expire on
March 3, 2003, (ii) 51,000 shares of common stock which may be acquired
upon exercise of outstanding warrants at an exercise price of $2.4813 per
share, which warrants expire on November 9, 2004, (iii) options to purchase
5,000 shares of common stock at an exercise price of $5.8750 per share,
which options were granted under the 1996 Plan and expire in March 2008 and
(iv) options to purchase 5,500 shares of common stock at an exercise price
of $4.56 per share, which options were granted under the 1996 Plan and
expire in March 2009. Rod F. Dammeyer, a private investor, was a managing
partner of Equity Group Corporate Investments, an affiliate of Samstock,
L.L.C., until his resignation in August, 2000. He was formerly Chairman of
our Board of Directors.
-19-
<PAGE>
(46) Includes 8,766 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(47) Includes 8,768 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(48) Includes 8,768 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(49) Includes 8,768 shares of common stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $5.93125 per
share and $7.30 per share, which warrants expire on April 28, 2005.
(a) Prior to our acquisition of the franchise rights of Potomac Dining Limited
Partnership in June 2000, Potomac Dining Limited Partnership had been our
franchisee in most of Maryland, parts of Virginia and parts of Delaware,
and paid royalties to us under the terms of a franchise agreement. Potomac
Dining Limited Partnership has informed us that it intends to distribute
the shares originally issued to it (including the shares of common stock
that it receives upon conversion of certain convertible notes) to the
limited partners and the general partner of that limited partnership, all
of whom are listed as selling stockholders in the table above and who may
sell all or a portion of their shares.
Prior to our acquisition of East American Trading in July 1998, East
American Trading had been our franchisee in the States of North Carolina, South
Carolina, Georgia and a portion of Tennessee, and paid royalties to us under the
terms of a franchise agreement. The shares originally issued to East American
Trading in connection with that acquisition have subsequently been distributed
to the stockholders of that company, all of whom are listed as selling
stockholders in the table above.
-20-
<PAGE>
PLAN OF DISTRIBUTION
The shares of our common stock covered by this prospectus will be sold,
if at all, by the individuals named above, and not by us. The shares may be sold
from time to time as follows:
o on the New York Stock Exchange, in the over-the-counter market, or
on a national securities exchange (any of which may involve crosses
and block transactions);
o to purchasers directly;
o in ordinary brokerage transactions in which the broker solicits
purchasers;
o through underwriters, dealers and agents who may receive
compensation in the form of underwriting discounts, concessions or
commissions from a seller and/or the purchasers of the shares for
whom they may act as agent;
o through the writing of options on the shares;
o through the pledge of shares as security for any loan or obligation,
including pledges to brokers or dealers who may from time to time
effect distributions of the shares or other interests in the shares;
o through purchases by a broker or dealer as principal and resale by
such broker or dealer for its own account pursuant to this
prospectus;
o through block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent or as riskless principal but may
position and resell a portion of the block as principal to
facilitate the transaction;
o through exchange distributions in accordance with the rules of the
applicable exchange;
o in any combination of one or more of these methods; or
o in any other lawful manner.
These sales may be made at prices related to the then current market
price or otherwise at prices and on terms then prevailing, or in privately
negotiated transactions. In effecting sales, a broker or dealer engaged by an
individual using this prospectus to sell common stock may arrange for other
brokers or dealers to participate in the sale. In addition, any shares covered
by this prospectus which qualify for sale pursuant to Section 4(1) of the
Securities Act or Rules 144 or 701(g) under the Securities Act may be sold
thereunder rather than by this prospectus.
In connection with distributions of the shares or otherwise, an
individual using this prospectus to sell common stock may enter into hedging
transactions with a broker-dealer. In connection with such a transaction, a
broker-dealer may engage in short sales of shares registered hereunder in the
course of hedging the positions they assume with the seller. The seller may also
sell shares short and deliver the shares to close out such short positions. The
seller may also enter into an option or other transaction with a broker-dealer
which requires the delivery to the broker-dealer of shares we have registered,
which the broker-dealer may resell by this prospectus.
-21-
<PAGE>
A seller may pay a broker-dealer or an agent compensation in the form
of commissions, discounts or concessions. The broker-dealer and any other
participating broker-dealer may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
We may be required to file a supplemented prospectus in connection with
any activities involving a seller which may be deemed to be an "underwriting."
In that case, a supplement to this prospectus would contain (1) information as
to whether an underwriter selected by a seller, or any other broker- dealer, is
acting as principal or agent for the seller, (2) the compensation to be received
by an underwriter selected by a seller or any broker-dealer, for acting as
principal or agent for a seller and (3) the compensation to be received by any
other broker-dealer, in the event the compensation of such other broker-dealers
is in excess of usual and customary commissions. Any broker or dealer
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including any prospectus supplement, to any individual
who purchases any shares from or through such a broker-dealer.
We have advised the people identified in this prospectus as potential
sellers of common stock that during any period when they may be engaged in a
distribution of the shares offered by this prospectus, they are required to
comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes any seller, any affiliated purchaser and any
broker-dealer or other individual who participates in such a distribution from
bidding for or purchasing, or attempting to induce any individual to bid for or
purchase any security, that is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. All of these factors may affect the marketability
of our common stock.
The people identified in this prospectus as potential sellers of common
stock offer to sell all, some or none of the shares covered by this prospectus.
Because it is possible that a significant number of shares could be sold
simultaneously by means of this prospectus, such sales, or the possibility
thereof, may have an adverse effect on the market price of our common stock.
EXPERTS
The financial statements and supplemental schedules of the Company and
its consolidated subsidiaries as of September 30, 1999 and 1998 and for each of
the years in the three year period ended September 30, 1999 have been audited by
KPMG LLP, independent auditors whose reports are incorporated herein by
reference to the Annual Report on Form 10-K for the fiscal year ended September
30, 1999. These financial statements and supplemental schedules are incorporated
herein by reference in reliance upon the reports of such independent certified
public accountants given upon their authority as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the shares of common stock and Series A preferred stock
offered by this prospectus is being passed upon by Morgan, Lewis & Bockius LLP,
New York, New York, counsel to Transmedia.
-22-
<PAGE>
Exhibit Index
Exhibit No. Description
----------- -----------
4.1 - Certificate of Incorporation of Transmedia Network Inc., as
amended. (1)
4.2 - Certificate of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. (2)
4.3 - Certificate of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. as filed with the Delaware Secretary of State
on March 22, 1994. (3)
4.4 - Certificate of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. as filed with the Delaware Secretary of State
on March 3, 1998. (4)
4.5 - Certificate of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. as filed with the Delaware Secretary of State
on November 9, 1999. (5)
4.6 - Certificate of Designation relating to the Series A preferred stock
as filed with the Delaware Secretary of State on November 9, 1999. (5)
4.7 - By-Laws of Transmedia Network Inc., as amended and restated as of
March 3, 1998. (4)
4.8 - Second Amended and Restated Investment Agreement, dated as of June
30, 1999, among Transmedia Network Inc., Samstock, L.L.C.,
EGI-Transmedia Investors, L.L.C. and Halmostock Limited Partnership
and, with respect to Section 5, the Robert M. Steiner Revocable
Trust. (5)
4.9 - Purchase Agreement, dated as of December 15, 1997, between Transmedia
Network Inc. and East American Trading Company. (6)
4.10 - Standby Purchase Agreement, dated as of June 30, 1999, between
Transmedia Network Inc. and Samstock, L.L.C. (5)
4.11 - Purchase Agreement, dated as of June 29, 2000, by and among
Transmedia Network Inc., Spectrum Partners, Inc., Potomac Dining
Limited Partnership, Gustavo L. Bessalel, Thomas E. Gorman, and Francis
Rothgeb.
4.12 - Subordinated Convertible Note, dated June 30, 2000.
4.13 - Subordinated Convertible Note, dated June 30, 2000.
4.14 - Stock Purchase and Sale Agreement, dated as of April 28, 2000, by and
among Minotaur Partners II, L.P., ValueVision International Inc.,
Dominic Mangone, Raymond Bank and Transmedia Network Inc.
4.15 - Form of Warrant to Purchase Shares of Common Stock of Transmedia
Network Inc.
4.16 - Stock Purchase and Sale Agreement, dated as of April 28, 2000, among
Gene M. Henderson, Herbert M. Gardner, James M. Callaghan, Gregory J.
Robitaille, John A. Ward, George S. Weidemann, Christine M. Donohoo,
Frank F. Schmeyer, Elliot Merberg, Gerald Fleischman, Samstock, L.L.C.,
Thomas J. Litle and Transmedia Network Inc.
4.17 - Form of Warrant to Purchase Shares of Common Stock of Transmedia
Network Inc.
5.1 - Opinion of Morgan, Lewis & Bockius LLP.
23.1 - Consent of KPMG LLP.
23.3 - Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24.1 - Powers of Attorney (included in page II-5 of the Registration
Statement).
---------------
(1) Previously filed as an exhibit to the Annual Report on Form 10-K for
the fiscal year ended September 30, 1988 and incorporated by reference
thereto.
(2) Previously filed as an exhibit to the Annual Report on Form 10-K for
the fiscal year ended September 30, 1992 and incorporated by reference
thereto.
-23-
<PAGE>
(3) Previously filed as an exhibit to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 and incorporated by reference thereto.
(4) Previously filed as an exhibit to the Current Report on Form 8-K filed with
the SEC on March 17, 1998, and incorporated by reference thereto.
(5) Previously filed as an exhibit to the registration statement on Form S-2
(registration no. 333-84947), and incorporated by reference thereto.
(6) Previously filed as an exhibit to the registration statement on Form S-3
(registration no. 333-53147), and incorporated by reference thereto.
-24-
<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities
described in this Prospectus or an offer to sell or the solicitation of an offer
to buy such securities in any circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this Prospectus nor any sale made
thereunder shall, under any circumstances, create any implication that the
information contained herein or therein is correct as of any time subsequent to
the date of such information.
TABLE OF CONTENTS
PROSPECTUS
Page
----
WHERE YOU CAN GET MORE iNFORMATION.............................................2
DOCUMENTS INCORPORATED by rEFERENCE............................................2
PROSPECTUS SUMMARY.............................................................4
RISK FACTORS...................................................................5
A WARNING ABOUT FORWARD-LOOKING STATEMENTS....................................12
PROCEEDS......................................................................12
SELLING STOCKHOLDERS..........................................................13
PLAN OF DISTRIBUTION..........................................................21
EXPERTS.......................................................................22
LEGAL MATTERS.................................................................22
================================================================================
================================================================================
TRANSMEDIA NETWORK INC.
Common Stock
Series A Preferred Stock
----------
PROSPECTUS
----------
November _, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses to be borne by us in connection with the registration and
distribution of the securities being registered, other than the commissions paid
or the discounts or concessions allowed to brokers or dealers, are as follows:
SEC registration fee........................................ $ 6,964.31
Legal fees and expenses..................................... 15,000
Accounting fees and expenses................................ 5,000
Reproduction expenses....................................... 100*
Miscellaneous............................................... 500*
----------
Total................................................ $27,564.31
--------------
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that each
corporation incorporated thereunder, such as Transmedia, may indemnify any
person who was or is a party or is threatened to be a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or serving another
corporation at the request of the corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Lack of good faith is not
to be presumed from settlement. No indemnification is allowed in respect to any
proceeding charging improper personal benefit to the officer or director in
which such person was adjudged to be liable on the basis that personal benefit
was improperly received. To the extent any such person succeeds on the merits or
otherwise, he shall be indemnified against expenses (including attorneys' fees).
A determination that the person to be indemnified meets the applicable standard
of conduct, if not made by a court, is made by the Board of Directors by
majority vote of a quorum consisting of directors not party to such action, suit
or proceeding or, if a quorum is not obtainable or a disinterested quorum so
directs, by independent legal counsel or by the stockholders. Expenses may be
paid in advance upon receipt of undertakings to repay. A corporation may
purchase indemnification insurance.
Article 8 of our Certificate of Incorporation provides that our
officers, directors, employees and agents acting in their official capacities
are entitled, under certain conditions, to indemnification against liabilities
and expenses.
We also currently maintain a directors' and officers' liability
insurance policy providing aggregate coverage in the maximum annual amount of
$10 million, subject to certain deductibles and participation requirements,
insuring our officers and directors against certain liabilities and expenses
incurred by such persons in such capacities. We consider the maintenance of such
insurance coverage to be vital in attracting and retaining the services of
qualified directors and officers. We cannot be assured, however, that our
existing policy will be renewed upon expiration or that, if the policy is not
renewed, we will be able to obtain similar insurance coverage elsewhere or that
the cost thereof will not be prohibitively expensive.
II-1
<PAGE>
We have not entered into separate indemnification agreements with any
of its officers or directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, We have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The agreements between us and the selling stockholders (filed as
Exhibits 4.8, 4.9, 4.10, 4.11, 4.14, and 4.16) provides that the selling
stockholders and, under certain circumstances, persons participating as
underwriters in the offering or sale of the securities being registered will
indemnify and hold us harmless as well as each of our directors, officers and
controlling person with respect to any statement or omission in the Registration
Statement or the Prospectus based upon written information furnished to us by or
on behalf of the selling stockholders or such underwriters, as the case may be,
for inclusion therein.
Item 16. Exhibits
Exhibit Index
Exhibit No. Description
----------- -----------
4.1 - Certificate of Incorporation of Transmedia Network Inc., as
amended. (1)
4.2 - Certificate of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. (2)
4.3 - Certificate of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. as filed with the Delaware Secretary of State
on March 22, 1994. (3)
4.4 - Certificate of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. as filed with the Delaware Secretary of State
on March 3, 1998. (4)
4.5 - Certificate of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. as filed with the Delaware Secretary of State
on November 9, 1999. (5)
4.6 - Certificate of Designation relating to the Series A preferred stock
as filed with the Delaware Secretary of State on November 9, 1999. (5)
4.7 - By-Laws of Transmedia Network Inc., as amended and restated as of
March 3, 1998. (4)
4.8 - Second Amended and Restated Investment Agreement, dated as of June
30, 1999, among Transmedia Network Inc., Samstock, L.L.C.,
EGI-Transmedia Investors, L.L.C. and Halmostock Limited Partnership
and, with respect to Section 5, the Robert M. Steiner Revocable
Trust. (5)
4.9 - Purchase Agreement, dated as of December 15, 1997, between Transmedia
Network Inc. and East American Trading Company. (6)
4.10 - Standby Purchase Agreement, dated as of June 30, 1999, between
Transmedia Network Inc. and Samstock, L.L.C. (5)
4.11 - Purchase Agreement, dated as of June 29, 2000, by and among
Transmedia Network Inc., Spectrum Partners, Inc., Potomac Dining
Limited Partnership, Gustavo L. Bessalel, Thomas E. Gorman, and Francis
Rothgeb.
4.12 - Subordinated Convertible Note, dated June 30, 2000.
4.13 - Subordinated Convertible Note, dated June 30, 2000.
II-2
<PAGE>
4.14 - Stock Purchase and Sale Agreement, dated as of April 28, 2000, by and
among Minotaur Partners II, L.P., ValueVision International Inc.,
Dominic Mangone, Raymond Bank and Transmedia Network Inc.
4.15 - Form of Warrant to Purchase Shares of Common Stock of Transmedia
Network Inc.
4.16 - Stock Purchase and Sale Agreement, dated as of April 28, 2000, among
Gene M. Henderson, Herbert M. Gardner, James M. Callaghan, Gregory J.
Robitaille, John A. Ward, George S. Weidemann, Christine M. Donohoo,
Frank F. Schmeyer, Elliot Merberg, Gerald Fleischman, Samstock, L.L.C.,
Thomas J. Litle and Transmedia Network Inc.
4.17 - Form of Warrant to Purchase Shares of Common Stock of Transmedia
Network Inc.
5.1 - Opinion of Morgan, Lewis & Bockius LLP.
23.1 - Consent of KPMG LLP.
23.3 - Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24.1 - Powers of Attorney (included in page II-5 of the Registration
Statement).
---------------
(1) Previously filed as an exhibit to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1988 and incorporated by reference thereto.
(2) Previously filed as an exhibit to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1992 and incorporated by reference thereto.
(3) Previously filed as an exhibit to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 and incorporated by reference thereto.
(4) Previously filed as an exhibit to the Current Report on Form 8-K filed with
the SEC on March 17, 1998, and incorporated by reference thereto.
(5) Previously filed as an exhibit to the registration statement on Form S-2
(registration no. 333-84947), and incorporated by reference thereto.
(6) Previously filed as an exhibit to the registration statement on Form S-3
(registration no. 333-53147), and incorporated by reference thereto.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Transmedia of expenses
incurred or paid by a director, officer or controlling person of Transmedia in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
(A) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on the 3rd day of November,
2000.
TRANSMEDIA NETWORK INC.
By: /s/ Gene M. Henderson
-------------------------------------
Gene M. Henderson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of Transmedia Network Inc. In the capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints Gene
M. Henderson and Stephen E. Lerch, and each such person acting singly, with full
power of substitution, his true and lawful attorney-in-fact, in his name, place
and stead to sign for him, and in his name in the capacity indicated below, any
and all amendments or supplements to the registration statement, including any
and all stickers and post-effective amendments to the registration statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gene M. Henderson President, Chief Executive Officer November 3, 2000
-------------------------------- and Director
Gene M. Henderson (Principal Executive Officer)
/s/ Stephen E. Lerch Executive Vice President, November 3, 2000
-------------------------------- Chief Financial Officer
Stephen E. Lerch (Principal Financial and Principal
Accounting Officer)
/s/ William A. Lederer Director November 3, 2000
--------------------------------
William A. Lederer
/s/ Herbert M. Gardner Director November 3, 2000
--------------------------------
Herbert M. Gardner
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director November 3, 2000
--------------------------------
F. Philip Handy
Director November 3, 2000
--------------------------------
John A. Ward III
/s/ George S. Wiedemann Director November 3, 2000
--------------------------------
George S. Wiedemann
/s/ Lester Wunderman
--------------------------------
Lester Wunderman Director November 3, 2000
Director November 3, 2000
--------------------------------
Rod F. Dammeyer
</TABLE>
II-6
