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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
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. _______)(1)
TRANSMEDIA EUROPE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
893764100
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(CUSIP Number of Class of Securities)
William D. Marks James D. Gradel, Esq.
2815 Eastlake Avenue E., with a copy to: Perkins Coie LLP
Suite 100 1201 Third Avenue, 40th Floor
Seattle, WA 98102 Seattle, WA 98101
(206) 583-8888
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 15, 1999
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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 that 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 [ ].
(Continued on following pages)
(Page 1 of 5 Pages)
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SCHEDULE 13D
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CUSIP NO. 893764100 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
(1) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM D. MARKS ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) { ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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(7) SOLE VOTING POWER
NUMBER OF 2,343,063
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 2,343,063
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(10) SHARED DISPOSITIVE POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,343,063
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%(1)
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(14) TYPE OF REPORTING PERSON*
IN
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(1) Percentage is based upon 28,350,177 shares of Common Stock outstanding as
of July 21, 1999.
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock ("Common Stock"), of
Transmedia Europe, Inc. ("TME"), the principal executive office of which is
located at 11 ST. James Square, London SW1Y 4LB England.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: William D. Marks
(b) Business address: 2815 Eastlake Avenue E., Suite 100, Seattle, WA
98102.
(c) Mr. Marks is the President of DSS Direct Connect LLC, whose
principal business is sales of communication equipment and whose business
address is identified in Item 2(b) above.
(d) During the last five years, Mr. Marks has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Marks has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Marks is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were acquired pursuant to that certain Equity Purchase
Agreement dated May 10, 1999 by and among DSS Direct Connect, LLC, its Members,
Transmedia Europe, Inc. and Transmedia Asia Pacific, Inc., and amendments
thereto (the "Agreement"). Under the Agreement, Mr. Marks transferred his
membership interest in DSS Direct Connect, LLC in exchange for common stock in
Transmedia Europe, Inc. and Transmedia Asia Pacific, Inc.
ITEM 4. PURPOSE OF TRANSACTION
The shares referred to in Item 5 were acquired for investment purposes.
Mr. Marks has no present plans or intentions that relate to or would
result in: (a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving TME or any of its subsidiaries; (b) a
sale or transfer of a material amount of assets of TME or any of its
subsidiaries; (c) any change in TME's present Board of Directors or management;
(d) any material change in the present capitalization or dividend policy of TME;
(e) any material change in TME's business, corporate structure, charter or
bylaws; (f) any change which would impede the acquisition of control of TME by
any person; (g) the cessation of NASDAQ trading for TME Common Stock or
termination of registration pursuant to Section 12(g)(4) of the Act; or (h) any
action similar to those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Marks beneficially owns 2,343,063 shares of Common Stock of TME
Corporation. Mr. Marks' aggregate beneficial ownership represents approximately
8.3% of Common Stock of TME Corporation, based on 28,350,177 shares of Common
Stock outstanding as of July 21, 1999.
(b) Sole voting power: 2,343,063
Shared voting power 0
Sole dispositive power: 2,343,063
Shared dispositive power: 0
(c) Except as reported herein, during the past sixty days, Mr. Marks has
not effected any transaction in the Common Stock of TME Corporation.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 24, 1999 By: /s/ William D. Marks
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Date Signature
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William D. Marks
Name
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 this 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 this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the 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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