TRANSMEDIA ASIA PACIFIC INC
8-K/A, 1997-10-27
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   Form 8-K/A

                                (Amendment No. 2)

                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported):
                               September 26, 1997

                          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)

       1 Hurlingham Business Park, Sullivan Road, London, England SW6 3DU
- --------------------------------------------------------------------------------
            (Address of principal executive offices)       (Zip Code)

               Registrant's telephone number, including area code:

                               011 44 171 610 6776
                               -------------------
<PAGE>

Item 4. Change in Registrant's Certifying Accountants

            Effective September 26, 1997, KPMG resigned as auditor of Transmedia
Asia Pacific, Inc. (the "Registrant"). There have been no disagreements with
KPMG on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. The audit report of KPMG for the
year ended September 30, 1996, contained no adverse opinion or disclaimer of
opinion, and were not modified as to uncertainty, audit scope or accounting
principles. KPMG did not perform an audit for the year ended September 30, 1995.

            Effective on the resignation of KPMG, BDO Stoy Hayward has been
engaged as the Registrant's new auditor. The retention of BDO Stoy Hayward has
been approved by the Registrant's audit committee.

Item 7. Financial Statements, Pro forma Financial Information and Exhibits.

     (a),(b) Not applicable

     (c) Exhibits.

     16.1 Letter from KPMG
                                       -1-
<PAGE>

                                    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.

October 22, 1997

                                         Transmedia Asia Pacific, Inc.


                                         By: /s/ David Valliancourt
                                             -----------------------------------
                                             David Valliancourt, Chief Financial
                                             Officer


                                       -2-



                       [LETTERHEAD OF KPMG INTERNATIONAL]

Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street N.W.
Washington, D.C. 20549, USA

16 October 1997

Dear Sirs:

Transmedia Asia Pacific, Inc.

We were previously principal accountants for Transmedia Asia Pacific, Inc.
and, under the date of December 20, 1996, we reported on the consolidated
financial statements of Transmedia Aisa Pacific, Inc. and subsidiaries as of and
for the year ended September 30, 1996. On September 26, 1997, we resigned. We
have read Transmedia Asia Pacific, Inc.'s statements included under item 4 of
the Form 8-K dated October 16, 1997, and we agree with such statements.

Yours sincerely,

/s/ KPMG

KPMG



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