TRANSMEDIA ASIA PACIFIC INC
8-K/A, 1996-10-15
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549




                                    FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                 October 4, 1996



                          TRANSMEDIA ASIA PACIFIC, INC.
             (Exact name of Registrant as specified in its charter)



    Delaware                        0-26368                     13-3760219

(State or other                 (Commission File            (I.R.S. Employer
jurisdiction of                 Number)                     Identification No.)
incorporation)


                              11 St. James's Square
                                 London SW1Y 4LB
                                     England
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:

                            U.K. 011-44-171-930-0704
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Item 4.  Change in Registrant's Certifying Accountant.

         On October 4, 1996, Arthur Andersen ("Andersen") resigned as the
Company's independent auditor, and such resignation was approved by the
Company's Board of Directors.

         During the Company's fiscal years ended September 30, 1994 and
September 30, 1995, Andersen's reports on the Company's financial statements
contained no adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles, except that
the audit report on the financial statements for the fiscal year ended September
30, 1995, although not qualified as to uncertainty, did contain a modification
discussing the Company's ability to continue to operate as a going concern.

         During the Company's fiscal years ended September 30, 1994 and
September 30, 1995 and through October 4, 1996, there were no disagreements
between the Company and Andersen with respect to any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Andersen,
would have caused Andersen to make reference to the subject matter of the
disagreements in connection with its reports.

         During the Company's fiscal years ended September 30, 1994 and
September 30, 1995 and through October 4, 1996, there occurred no reportable
events with respect to the Company as described in Item 304(a)(1)(v) of
Regulation S-K.

         The Company has requested Andersen to furnish the Company as promptly
as possible with a letter addressed to the Securities and Exchange Commission
stating whether Andersen agrees with the statements contained in the second,
third and fourth paragraphs of this disclosure and, if not, stating the respects
in which it does not agree.



Item 7.           Financial Statements and Exhibits

(c)      Exhibits

         1.       Letter of Arthur Andersen(1)

         ---------------
         (1)      To be filed by amendment.


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                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


Dated:  October 4, 1996


                                              TRANSMEDIA ASIA PACIFIC, INC.



                                              By: /s/ Walter M. Epstein
                                                  -----------------------------
                                                  Walter M. Epstein
                                                  Assistant Secretary


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<PAGE>   4
                                EXHIBIT INDEX




EXHIBIT NO.                                    DESCRIPTION


  99.1                                 LETTER FROM ARTHUR ANDERSEN


























<PAGE>   1


                                                        Arthur Andersen
                                                        141 Walker Street
                                                        North Sydney 2060
                                                        GPO Box 4329 Sydney 2001
                                                        02 9964 6000
                                                        01 9922 2065 Fax
                                                        DX 1340 Sydney

4 October 1996

Securities and Exchange Commission
Washington, D.C.

Dear Sir/Madam:

TRANSMEDIA ASIA PACIFIC, INC. - REVIEW OF FORM 8K

We have reviewed the disclosures contained within the Form 8K in response to
Item  304 (a) of Regulation S-K and agree with the statements made by Transmedia
Asia Pacific, Inc.

Yours faithfully,

/s/ Arthur Andersen

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