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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to____________
Commission file number 0-4028
TRANSMEDIA NETWORK INC.
----------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 84-6028875
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
11900 Biscayne Boulevard, Miami, Florida 33181
-----------------------------------------------------------
(Address of principal executive offices) (zip code)
305-892-3300
---------------------------------------
Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS Name of each exchange
------------------- on which registered
---------------------
None None
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.02 PER SHARE
---------------------------------------
(Title of Class)
Indicate by (X) whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Aggregate market value of voting stock held by non-affiliates of the Registrant
as of December 9, 1996 $44,361,461.00.
Items 6, 7 and 8 hereof are omitted in accordance with Rule 12b-25(d).
Number of shares outstanding of Registrant's Common Stock, as of December 30,
1996: 10,126,926.
DOCUMENTS INCORPORATED BY REFERENCE:
Location in Form 10-K in which
DOCUMENT DOCUMENT IS INCORPORATED
-------- ------------------------
Registrant's Proxy Statement Part III
relating to the 1997
Annual Meeting of Stockholders
PART I
ITEM 1. BUSINESS
GENERAL
Transmedia Network Inc., through its operating subsidiaries (collectively,
the "Company"), owns and markets a charge card ("The Transmedia Card")
offering savings to the Company's cardmembers on dining costs for
restaurants both within and outside the United States from which the
Company, its franchisees and its licensees have purchased food and
beverage credits. The Company also offers to holders of The Transmedia
Card savings on lodging costs at selected hotels, resorts, golf courses
and ski lifts around the country and on purchases of merchandise from
selected retailers. The Company's cardholders also have access to discount
long distance telephone services through a program the Company operates
jointly with a subsidiary of General Electric Company. The Company derives
its income principally from retaining the difference between the amounts
paid in advance by the Company to restaurants and amounts paid by
cardmembers to the Company (through their credit card companies) for the
related meals and from cardmember membership fees. The Company also enters
into contracts with companies which own hotels, golf courses and ski lifts
as well as merchandise retailers. In exchange for listing in the Company's
directory, the Company receives commissions when Transmedia cardholders
frequent these establishments. The Company also receives commissions when
cardholders use their Transmedia/GE Capital telephone cards. The Company
derives income from franchising and licensing The Transmedia Card and
related proprietary rights and know-how, including rights to solicit
restaurants, hotels, resorts and motels and acquire food, beverage and
lodging credits, in the United States. The Company also receives revenue
from licensing The Transmedia Card and related proprietary rights and
know-how outside the United States.
CORPORATE STRUCTURE
The Company commenced operations in 1984 and was reincorporated as a
Delaware corporation in 1987. Currently, it has the following principal
operating subsidiaries:
/bullet/ Transmedia Service Company Inc. which is responsible
for soliciting and servicing all cardmembers in the United States
and for all domestic franchising of The Transmedia Card and
related property rights and know- how.
/bullet/ Transmedia Restaurant Company Inc. which is
responsible for obtaining and servicing restaurants and obtaining
other locations
such as hotels, golf courses and ski lifts and retailers where
the Transmedia Card may be used.
/bullet/ TMNI International Incorporated which licenses the
Transmedia Card, service marks, proprietary software and know-how
outside the United States and has licensed rights to Europe,
Turkey, the countries comprising the former Union of Soviet
Socialist Republics, Australia, New Zealand and the Asia-Pacific
region to date.
DESCRIPTION OF RIGHTS TO RECEIVE AND THE TRANSMEDIA CARD
The Company's primary business is the acquisition of Rights to Receive
from participating establishments which are then sold for cash to holders
of The Transmedia Card. "Rights to Receive" are rights to receive goods
and services, principally food and beverages, which are acquired and
purchased from participating restaurants, for an amount equal to
approximately fifty percent (50%) of the food and beverage credits or by
financing the purchase of other goods or services as well as for having
provided advertising and media placement services to the participating
establishments. Approximately ninety percent (90%) of Rights to Receive
are purchased for cash. The Company typically purchases that amount of
food and beverage credits which will be consumed in a period of no more
than six months; however, it has not always been possible for the Company
to predict with accuracy the amount of time in which such credits will be
consumed, especially when the Company begins operating in new areas, as
evidenced by the 1996 turn on Rights to Receive of 1.42 times, or 257
days.
The Transmedia Card is only issued to applicants who are determined to be
creditworthy by virtue of their having a current, valid MasterCard, Visa,
Discover or American Express credit card or who are otherwise deemed
creditworthy by Company management. The Transmedia Cardmembers have a
choice of programs, including a "Free for Life" Transmedia Card which
affords them 20% savings at participating establishments, an account which
offers mileage credits with Continental Airlines, Delta Airlines and
United Airlines of 10 miles for each dollar spent on food and beverage at
participating establishments for a one-time fee of $9.95, and a card which
offers a 25% savings at participating establishments, for which there is a
$50 annual fee. Each account may have more than one user and, accordingly,
more than one cardmember.
In presenting The Transmedia Card, cardmembers sign for the goods or
services rendered, as well as for the taxes and tips as they would with
any other charge card. The Company, upon obtaining the receipt (directly
or via electronic point of sale transmission) from the appropriate
establishment, gives the establishment credit against Rights to Receive
which are owned by the Company. The Company then (i) processes the receipt
through the cardmember's MasterCard, Visa, Discover or American Express
card
account, which remits to the Company the full amount of the bill, and (ii)
credits to the cardmember's MasterCard, Visa, Discover or American Express
account the appropriate discount or credits to the cardmember's airline
account the appropriate mileage. Taxes and tips are not discounted and
such sums are remitted to the various establishments.
DOMESTIC FRANCHISING
In 1990, the Company commenced franchising The Transmedia Card (then known as
The Restaurant Card) and related proprietary rights and know-how, including
rights to solicit restaurants and acquire Rights to Receive, in the United
States. At September 30, 1996, the Company had franchises in the following
territories: a large part of New Jersey, California, the Washington,
D.C./Baltimore, Maryland Metropolitan area, Dallas, Ft. Worth and Houston,
Texas, the States of Virginia, North Carolina, South Carolina, Washington and
Oregon and Atlanta, Georgia, eastern Tennessee, Reno, Nevada and the Nevada side
of Lake Tahoe. The Company has also granted a certain third party an option to
acquire a franchise for the State of Hawaii. The Company has determined that it
will no longer offer franchises at various locations throughout the United
States. In November 1996, the Company entered into an agreement to terminate the
franchise and to purchase certain of the assets of The Western Transmedia
Company, Inc., the Company's franchisee in the States of California, Nevada,
Oregon and Washington. After the completion of this transaction (which is
expected to occur in January 1997), the Company will operate in these States
directly.
Each franchise sold by the Company is operated under a ten year franchise
agreement that is renewable for one additional ten-year term for all locations.
Each agreement provides that the Company will assist the franchisee with
marketing, advertising, training and other administrative support; relates to a
territory that contains 625 or more full-service restaurants that accept
MasterCard, Visa, Discover or American Express credit cards; and licenses the
franchisee to use the Company's trademarks in connection with the solicitation
of new cardmembers (which is not restricted to the franchisee's territory) and
the purchase of Rights to Receive from restaurants in the territory granted to
the franchisee. The franchisee is responsible for, among other things,
soliciting cardmembers and participating establishments, purchasing Rights to
Receive from participating establishments in its territory, and maintaining
adequate insurance. In consideration for the grant of the franchise, the
franchisee (i) paid to the Company a franchise fee which varies based upon the
number of full-service restaurants located within the territory granted to the
franchisee, and (ii) pays the following continuing fees during the term of the
franchise agreement: (A) 7 1/2% of the total meal credits used within the
franchisee's territory; (B) 2 1/2% of the total meal credits sold within the
franchisee's territory into the Company's advertising and development fund; (C)
a processing fee of $.20 per sales transaction from the franchisee's territory;
and (D) a monthly service charge of $1.00 per participating establishment in the
franchisee's territory. The franchisee receives a commission from the Company
equal to forty percent (40%) of the membership fees paid by all new cardmembers
solicited by the franchisee, with a minimum of $5.00 per account.
U.S. LICENSING
In November, 1995, the Company entered into a license arrangement under
which the licensee was authorized to solicit Rights to Receive from various
types of resorts, hotels and other entities. The territory covered by the
license agreement is the continental United States, excluding the State of
Minnesota. The term of this arrangement is ten years, with a potential renewal
period of ten years. Under this arrangement, the Company compensates the
licensee through a commission.
NON-U.S. LICENSING
In 1993, the Company commenced licensing The Transmedia Card and related
proprietary rights and know-how outside the United States. The Company's
non-U.S. operations are conducted by its subsidiary, TMNI International
Incorporated. In 1993, the Company granted an exclusive, perpetual license to
Transmedia Europe, Inc. to establish the Company's business in Europe, Turkey
and the countries that formerly comprised the Union of Soviet Socialist
Republics. The license is governed by a Master License Agreement which provides
that, among other things, (i) the licensee has the right to sublicense the
rights granted under the Master License Agreement to others within the
territory, provided that each such sublicense is approved by the Company, (ii)
the Company will assist the licensee with training relating to sales,
administration, technical and operations of the business, and (iii) the licensee
is solely responsible for developing its own market, paying its own expenses for
advertising and soliciting cardmembers and participating establishments in its
territory. In consideration for the license, the licensee (i) paid the Company a
non-refundable purchase price of One Million One Hundred Twenty-Five Thousand
($1,125,000) Dollars, (ii) will pay to the Company two percent (2%) of the gross
volume with respect to the United Kingdom sublicense, (iii) will pay to the
Company twenty-five percent (25%) of initial sublicense fees (with a minimum of
$250,000) paid for each country licensed in the territory, (iv) will pay to the
Company twenty-five percent (25%) of royalties paid by sublicensees to the
licensee, and (v) granted to the Company a five percent (5%) equity interest in
the licenses. Melvin Chasen, the Chairman and Chief Executive Officer of the
Company, served as a director of the licensee until March 1, 1995. In December
1996, Transmedia Europe Inc. amended the sublicense it had granted for France
and expanded the sublicensee's territory to include Belgium and Luxemborg,
Italy, Spain and Switzerland (other than the German speaking area).
In 1994, the Company granted an exclusive perpetual license to Transmedia Asia
Pacific Inc. to establish the Company's business in Australia, New Zealand and
the Asia-Pacific region (such region covering approximately 16 major countries
and areas including, among others, Japan, Hong Kong, Taiwan, Korea, the
Philippines and India). The licensee also took an option to purchase a franchise
for the State of Hawaii. The license granted by the Company is governed by a
Master License Agreement which provides, among other things, that (i) the
Company will assist the licensee with training relating to sales,
administration, technical and operations of the business, and (ii) the licensee
is solely responsible for developing its own market, paying its own expenses for
advertising and soliciting cardmembers and restaurants in its territory. In
consideration for the license, the licensee paid the Company $1,250,000, and
(ii) granted to the Company a five percent (5%) equity interest in the licensee.
The license also provides for the following payments to the Company: (i) With
respect to sublicenses granted in all territories other than Australia and New
Zealand, the licensee will pay to the Company twenty-five percent (25%) of all
initial sublicense fees (in no event less than $500,000 in the People's Republic
of China and Japan, and not less than $250,000 in all other territories), as
well as twenty-five percent (25%) of all royalties, transfer fee payments and
any other monies received; and (ii) with respect to sublicenses granted in
Australia and New Zealand, the licensee will pay to the Company two percent (2%)
of gross sales within such territories. Mr. Chasen served as a director of
Transmedia Asia Pacific Inc. until March 1, 1995.
In December 1996, the Company entered into an agreement with Transmedia Europe,
Inc. and Transmedia Asia Pacific Inc. amending both of the licenses, among other
things, to permit the companies to be reorganized under one entity and to allow
them to acquire and operate worldwide the business of Countdown plc., which
conducts a restaurant discount program in Europe and, to a lesser extent, in the
United States.
AREAS OF OPERATION
The Company's principal areas of operation, through its subsidiaries and its
domestic franchising operations, include the New York Metropolitan area
(consisting of New York City and the counties of Nassau, Suffolk, Westchester,
Rockland, Putnam and Orange in New York State, Northern New Jersey and
Connecticut); Central, Southwest and Southeast Florida; Massachusetts; the
Chicago, Illinois Metropolitan area; Rhode Island; New Hampshire; Maine;
Vermont; Philadelphia, Pennsylvania; Phoenix, Arizona; Denver, Colorado;
Milwaukee, Wisconsin; Indianapolis, Indiana; California; Delaware; Georgia; the
Washington, D.C. Metropolitan area; the Baltimore, Maryland Metropolitan area;
North and South Carolina; the Dallas,/Ft. Worth and Houston, Texas Metropolitan
areas; Atlanta, Georgia, eastern Tennessee; and Virginia.
PARTICIPATING RESTAURANTS AND CARDMEMBERS
As of September 30, 1996, directories published by the Company, which are
distributed to cardmembers six times a year, listed 6,974 restaurants available
to cardmembers, and The Transmedia Card was held by an aggregate of 924,418
cardmembers, comprised of 634,761 accounts with an average of 1.46 cardmembers
per account. The following table sets forth (i) the number of restaurants listed
in directories published by the Company and (ii) the number of cardmembers, as
of the fiscal years ended September 30, 1992 though 1996:
1996 1995 1994 1993 1992
---------- ---------- --------- --------- --------
Restaurants 6,974 5,330 3,628 2,328 1,449
- ------------------------ ---------- --------- --------- --------
Cardmembers 924,418 593,161 395,968 197,166 112,029
As the table indicates, the number of restaurants listed in directories
published by the Company has risen nearly three hundred eighty-one percent
(381%) during the fiscal years ended September 30, 1992 through September 30,
1996, and the number of cardmembers has risen nearly seven hundred twenty-five
percent (725%) for the same period. In fiscal 1996, between fifty-five and sixty
percent (55-60%) of all cardmembers renewed their memberships, and approximately
ninety percent (90%) of all restaurants listed in the directories published by
the Company whose initial amount of Rights to Receive were expended in 1996
renewed their contracts with the Company. In addition, eighty percent (80%) of
all restaurants eligible for their second year of renewals in fiscal 1996
renewed their contracts. The Company generally experiences a sharp decline in
renewals among restaurants eligible for a third year of renewals. It has been
the Company's experience, however, that the addition of new restaurants
generally offsets the drop-off in renewing restaurants, and the Company believes
that its service areas are not close to cardmember saturation.
MARKETING
The Company markets The Transmedia Card through the use of advertising, direct
mail and through promotion with co-marketing partners such as banks and affinity
groups.
EMPLOYEES
As of December 20, 1996, the Company employed 145 persons. The Company believes
that its relationships with its employees are good.
COMPETITION
The charge card business is highly competitive and the Company competes for both
cardmembers and participating restaurants, hotels and other applicable services.
Competitors include discount programs offered by major credit card companies,
such as American Express, Visa, MasterCard and Diners Club and
other companies that offer different kinds of discount marketing programs and
numerous small companies which offer services which may compete with the
services offered or to be offered by the Company. Certain of the Company's
competitors may have substantially greater financial resources and expend
considerably larger sums than does the Company for new product development and
marketing. Further, the Company must compete with many larger and better
established companies for the hiring and retaining of qualified marketing
personnel. The Company believes that the unique features of its program -- that
The Transmedia Card can be used by cardmembers at participating establishments
with very few restrictions, that The Transmedia Card provides substantial
savings without the need for a cardmember to present discount coupons when
paying for a meal, and that participating establishments are provided with cash
in advance of customer charges -- contribute to the Company's competitiveness
and allow the Company to offer better value and service to its cardmembers.
ITEM 2. PROPERTIES
The Company's present executive office consists of 8,303 square feet, located in
Miami, Florida, which the Company occupies pursuant to a lease expiring on
February 28, 1997 and which provides for an annual base rental of $148,860. The
Company's Miami office also houses the Company's cardmember service center. The
Company has entered into a new lease, which commences on March 1, 1997, for
13,096 square feet, thus adding an additional 4,793 square feet of contiguous
space to its current office. The lease will expire on February 28, 2002 and
provides for an annual base rent of $270,825. The Company leases offices in New
York City for 5,710 square feet of office space pursuant to a lease entered into
in May 1996. The lease, which expires on June 30, 2001, provides for minimum
annual rentals of $199,850. In addition, the Company has a four and one-half
year office lease in Philadelphia, Pennsylvania for approximately 1,641 square
feet, which commenced April 1, 1994. The lease provides for a base annual rental
of approximately $24,500 in the first year, which will increase by approximately
$800 each year thereafter. In Boston, Massachusetts, the Company has a
sixty-four month lease for approximately 1,500 square feet, which commenced May
1, 1995. The lease provides for base annual rentals of $29,400. The Company has
an option for one three-year renewal. In Chicago, the Company has a thirty-nine
month lease for approximately 1,183 square feet, which commenced October 1,
1995. The lease provides for an initial annual lease rental of $26,730
increasing by approximately $600 each year thereafter. In Detroit, the Company
leases an executive office for a twelve-month period which began on May 1, 1995
at an annual fee of $6,840. In Tampa, the Company leases an executive office for
a thirteen-month period which began on June 1, 1995. The total rental for the
thirteen month period is $9,795. In Phoenix, the Company leases an executive
office for a thirteen-month period which began on March 6, 1996 for a total rent
of $9,620 for the thirteen months. In Denver, the Company leases on a
month-to-month basis, an executive office for $450 per month.
In connection with the termination of the franchise granted to The Western
Transmedia Company Inc. and the acquisition of certain of its assets, the
Company will be assuming ongoing leases for two office properties in San
Francisco, California and Los Angeles, California. In San Francisco, California,
the Company would be assuming a lease for approximately 3,000 square feet, at an
annual rent of $54,686.04 from August 1, 1996 to July 31, 1997, $57,642.00 from
August 1, 1997 to July 31, 1998 and $60,597.96 from August 1, 1998 to August 31,
1999. The lease expires on August 31, 1999. In Los Angeles, California, the
Company would be assuming a lease for approximately 2,000 square feet at a
monthly base rent of approximately $4,200. The lease expires on January 31,
1997, however, the Company intends to exercise an option to extend the lease for
two years at a rental equal to market value.
ITEM 3. LEGAL PROCEEDINGS
As of September 30, 1996, there were no material legal proceedings pending
involving the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended September 30, 1996, no matters were submitted to a vote
of the security holders.
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME POSITION AGE
- ---- -------- ---
Melvin Chasen Director, Chairman of the 68
Board, President and Chief
Executive Officer
James M. Callaghan Director and Vice President; 57
President of Transmedia
Restaurant
Company Inc.
Barry S. Kaplan Director and Vice President;
President of Transmedia
Service Company Inc. 38
David L. Weinberg Vice President and Chief 51
Financial Officer;
President of TMNI
International Inc.
Paul A. Ficalora Executive Vice President 45
of Transmedia Restaurant
Company Inc.
Gregory Borges Treasurer 60
Kathryn Ferara Secretary 40
Mr. Chasen has been a director and the Chairman of the Board, President and
Chief Executive Officer of the Company since 1983. From 1984 through 1987, he
was a director, Chairman of the Board, President and Chief Executive Officer of
Transmedia Network Inc., a Colorado corporation, which was the predecessor of
the Company.
Mr. Callaghan, a director of the Company since 1991, was elected Vice President
of the Company and President of Transmedia Restaurant Company Inc., a
subsidiary, in 1994. He joined the Company in 1989 and served as its Executive
Vice President, Vice President, Sales and Marketing and Treasurer.
Mr. Kaplan was elected a Vice President of the Company and President of
Transmedia Service Company Inc., a subsidiary, in September 1995 and was elected
a Director of the Company in March 1996. From 1986 until joining the Company, he
served in various positions including Executive Vice President, Chief Operating
Officer of Liberty Travel, Inc., a chain of full-service travel agencies.
Mr. Weinberg was elected Vice President and Chief Financial Officer of the
Company in 1992 and in 1994 was also elected President of TMNI International
Incorporated, a subsidiary. He joined the Company as Vice President Finance in
1991. From 1987 to 1991, Mr. Weinberg served as Vice President Finance and
Administration, Chief Financial Officer, Treasurer and Secretary of Columbia
Laboratories, Inc., a health care products company.
Mr. Ficalora was elected Executive Vice President of the Restaurant Company in
1994, having served as Vice President, Operations of the Company from 1992 until
1994, and Director of Franchise Sales from 1991 to 1992.
Mr. Borges was elected Treasurer of the Company in 1992. He joined the Company
in 1985 as Controller.
Mrs. Ferara was elected Secretary of the Company in 1992. She joined the Company
in 1989 as Office Manager and Assistant Secretary.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "TMN". Prior to June 28, 1995, the Company's Common Stock was
included in the Nasdaq National Market . The following table sets forth the high
and low sale prices for the common stock for each fiscal quarter ended from
December 31, 1994 (adjusted for the three-for-two stock split effected on April
22, 1994 and applied retroactively where appropriate) as reported on the New
York Stock Exchange or the Nasdaq National Market, as well as the dividends paid
during each such fiscal quarter.
The payment of dividends, if any, in the future, will depend upon,
among other things, the Company's earnings and financial requirements, as well
as general business conditions.
QUARTER ENDED LOW HIGH DIVIDENDS PAID
- ------------- --- ---- --------------
December 31, 1994 $8.313 $13.750 $.02
March 31, 1995 8.500 13.250 --
June 30, 1995 8.000 13.250 .02
September 30, 1995 8.375 11.375 --
December 31, 1995 8.750 11.000 .02
March 31, 1996 7.125 9.750 --
June 30, 1996 7.125 9.000 .02
September 30, 1996 5.500 8.625 --
The aggregate number of holders of record of the Company's Common Stock
on December 20, 1996 was approximately 2,400.
The payment of dividends, if any, in the future, will depend upon,
among other things, the Company's earnings and financial requirements, as well
as general and business conditions.
ITEM 6. SELECTED FINANCIAL DATA
Omitted in accordance with Rule 12b-25(d).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Omitted in accordance with Rule 12b-25(d).
ITEM 8. FINANCIAL STATEMENTS
Omitted in accordance with Rule 12b-25(d).
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
* None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information called for by Item 10 is set forth under the heading
"Executive Officers of the Registrant" in Part I hereof and in
"Election of Directors" in the Company's 1997 Proxy Statement, which is
incorporated herein by this reference.
ITEM 11. EXECUTIVE COMPENSATION
Information called for by Item 11 is set forth under the heading
"Executive Compensation" in the Company's 1997 Proxy Statement, which
is incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information called for in Item 12 is set forth under the heading
"Security Ownership of Certain Beneficial Owners and Management" in the
Company's 1997 Proxy Statement, which is incorporated herein by this
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information called for in Item 13 is set forth under the heading
"Certain Relationships and Related Transactions" in the Company's 1997
Proxy Statement, which is incorporated herein by this reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
The following documents are being filed as part of this Report:
(a)(1) Financial Statements:
Transmedia Network Inc.
See "Index to Financial Statements" contained in Part II,
Item 8.
(a)(2) Financial Statement Schedules
No schedules have been included because they are not applicable or the
required information is shown in the Financial Statements or the Notes
thereto.
(a)(3) Exhibits
DESIGNATION DESCRIPTION
- ----------- -----------
2.1 Assignment and Assumption of Franchise Agreements dated September 30,
1994 between Transmedia Network Inc. and the Service Company.(1)
2.2 Capital Contribution dated September 30, 1994 by Transmedia Network
Inc. to the Service Company.(1)
2.3 Trademark Contribution dated September 30, 1994 from Transmedia Network
to the Service Company.(1)
2.4 Capital Contribution dated September 30, 1994 from Transmedia Network
Inc. to the Restaurant Company.(1)
2.5 Administrative Services Agreement dated as of September 30, 1994
between Transmedia Service Company Inc. and Transmedia Restaurant
Company Inc.(1)
2.6 Franchise Agreement dated September 30, 1994 between Transmedia Service
Company Inc. and Transmedia Restaurant Company Inc.(1)
3.1 Certificate of Incorporation of the Company, as amended.(2)
3.2 Certificate of Amendment to the Certificate of Incorporation of the
Company.(9)
3.3 Certificate of Amendment to the Certificate of Incorporation of the
Company, as filed with the Delaware Secretary of State on March 22,
1994.(1)
3.4 By-Laws of the Company.(3)
10.2 1987 Stock Option and Rights Plan, as amended.(1)(10)
10.3 Form of Stock Option Agreement (as modified) between the Company and
certain Directors and Schedule of Options granted and outstanding (as
of September 30, 1995) to such Directors pursuant to the respective
Stock Option Agreements with such Directors.(10) (11)
10.4 Amended and Restated Employment Agreement dated as of November 15, 1996
between the Company and Melvin Chasen.(12)
10.5 Amended and Restated Consulting Agreement dated as of November 15, 1996
between the Company and Melvin Chasen.(12)
10.6 Employment Agreement effective April 1, 1992 between the Company and
James Callaghan.(9) (10)
10.7 Amendment dated October 1, 1994, to Employment Agreement between the
Company and James Callaghan.(1)(10)
10.8 Employment Agreement dated as of October 1, 1995 between the
Company and Barry Kaplan. (10)(12)
10.9 Master License Agreement dated December 14, 1992 between the Company
and Conestoga Partners, Inc.(8)
10.10 First Amendment to Master License Agreement dated April 12, 1993,
between the Company and Conestoga Partners, Inc.(9)
10.11 Second Amendment to Master License Agreement -- Assignment and
Assumption Agreement dated August 11, 1993 among the Company, TMNI
International Incorporated and Transmedia Europe, Inc.(9)
10.12 Master License Agreement Amendment No. 3 dated November 22, 1993
between TMNI International Incorporated and Transmedia Europe, Inc.(9)
10.13 Master License Agreement dated March 21, 1994 between TMNI
International Incorporated and Conestoga Partners II, Inc. licensing
rights in the Asia Pacific region.(1)
10.14 Agreement, dated as of December 6, 1996, among the Company, TMNI
International Incorporated, Transmedia Europe Inc. and Transmedia Asia
Pacific Inc.(12)
10.15 Agreement, dated as of November 15, 1996 between the Company and The
Western Transmedia Company Inc.(12)
21.1 Subsidiaries of Transmedia Network Inc.(1)
23.1 Consent of Independent Auditors.(13)
99.1 Prospectus of the Company dated July 10, 1992 filed pursuant to the
Securities Act of 1933.(5)
99.2 Prospectus of the Company dated August 12, 1992 filed pursuant to the
Securities Act of 1933.(6)
99.3 Form of Subscription Agreement.(7)
99.4 Agency Agreement dated April 9, 1992 between the Company and Janney
Montgomery Scott Inc.(8)
99.5 Warrant Purchase Agreement dated June 15, 1992 between the Company and
Janney Montgomery Scott.(8)
(1) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994 and
incorporated by reference.
(2) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1988, and
incorporated by reference thereto.
(3) Filed as an exhibit to the Post Effective Amendment to the
Registration Statement on Form S-1 (Registration No. 33-5036),
and incorporated by reference thereto.
(4) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1990, and
incorporated by reference thereto.
(5) Filed as an exhibit to the Company's Registration Statement on
Form S-8 (Registration No. 33-494460), and incorporated by
reference thereto.
(6) Filed as an exhibit to the Company's Registration Statement on
Form S-3 (Registration No. 33-49374), and incorporated by
reference thereto.
(7) Filed as an exhibit to the Company's Form 8-K Current Report
dated June 15, 1992, and incorporated by reference thereto.
(8) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1992, and
incorporated by reference thereto.
(9) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993, and
incorporated by reference thereto.
(10) Management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Annual Report on
Form 10-K pursuant to Item 14(c) hereof.
(11) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1995 and
incorporated by reference.
(12) Filed as an exhibit hereto.
(13) To be filed by amendment.
(b) The Company did not file any Form 8-K Current Reports during
the fiscal year ended September 30, 1995.
(c) Exhibits:
See paragraph (a) (3) above for items filed as exhibits to
this Annual Report on Form 10-K as required by Item 601 of
Regulation S-K.
(d) Financial Statement Schedules:
See paragraphs (a)(1) and (a)(2) above for financial statement
schedules and supplemental financial statements filed as part
of this Annual Report on Form 10-K.
Pursuant to the requirements of Section 13 or 15(d) 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.
TRANSMEDIA NETWORK INC.
By: /S/MELVIN CHASEN
------------------------
Melvin Chasen, President
Dated: December 30, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
NAME TITLE DATE
---- ----- ----
/S/MELVIN CHASEN Director, Chairman December 30, 1996
- ----------------------- of the Board, President
Melvin Chasen and Chief Executive
Officer
/S/JAMES M. CALLAGHAN Director, December 30, 1996
- -----------------------
James M. Callaghan Vice President
/S/JACK AFRICK Director December 30, 1996
- -----------------------
Jack Africk
/S/HERBERT M. GARDNER Director December 30, 1996
- -----------------------
Herbert M. Gardner
/S/IRWIN HOCHBERG Director December 30, 1996
- -----------------------
Irwin Hochberg
/S/A. BARRY MERKIN Director
- -----------------------
A. Barry Merkin
/S/HENRY SEIDEN Director December 30, 1996
- -----------------------
Henry Seiden
/S/BARRY S. KAPLAN Director Vice President
- -----------------------
Barry S. Kaplan
/S/DAVID L. WEINBERG Vice President and December 30, 1996
- -----------------------
David L. Weinberg Chief Financial
Officer (Principal
Financial and
Accounting Officer)
EXHIBIT INDEX
-------------
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION OF DOCUMENT NUMBERED
PAGE ----------------------- ------------
- ----
2.1 Assignment and Assumption of Franchise Agreements dated
September 30, 1994 between Transmedia Network Inc. and the
Service Company.(1) P
2.2 Capital Contribution dated September 30, 1994 by Transmedia
Network Inc. to the Service Company.(1) P
2.3 Trademark Contribution dated September 30, 1994 from
Transmedia Network to the Service Company.(1) P
2.4 Capital Contribution dated September 30, 1994 from
Transmedia Network Inc. to the Restaurant Company.(1) P
2.5 Administrative Services Agreement dated as of September 30,
1994 between Transmedia Service Company Inc. and Transmedia
Restaurant Company Inc.(1) P
2.6 Franchise Agreement dated September 30, 1994 between
Transmedia Service Company Inc. and Transmedia Restaurant
Company Inc.(1) P
3.1 Certificate of Incorporation of the Company, as amended.(2) P
3.2 Certificate of Amendment to the Certificate of
Incorporation of the Company.(9) P
3.3 Certificate of Amendment to the Certificate of Incorporation
of the Company, as filed with the Delaware Secretary of State
on March 22, 1994.(1) P
3.4 By-Laws of the Company.(3) P
10.2 1987 Stock Option and Rights Plan, as amended.(1)(10) P
10.3 Form of Stock Option Agreement (as modified) between the Company and
certain Directors and Schedule of Options
granted and outstanding (as of September 30, 1995) to such Directors
pursuant to the respective Stock Option Agreements with such
Directors.(10)(11)
10.4 Amended and Restated Employment Agreement dated as of
November 15, 1996 between the Company and Melvin Chasen.(12) P
10.5 Amended and Restated Consulting Agreement dated as of November 15,
1996 between the Company and Melvin Chasen.(12) P
10.6 Employment Agreement effective October 1, 1995 between the
Company and James Callaghan.(9) (10) P
10.7 Amendment dated October 1, 1994, to Employment Agreement
between the Company and James Callaghan. P
10.8 Employment Agreement dated as of October 1, 1995 between
the Company and Barry Kaplan.(10)(12) P
10.9 Master License Agreement dated December 14, 1992 between the
Company and Conestoga Partners, Inc.(8) P
10.10 First Amendment to Master License Agreement dated April 12, 1993,
between the Company and Conestoga Partners, Inc.(9) P
10.11 Second Amendment to Master License Agreement -- Assignment
and Assumption Agreement dated August 11, 1993 among the
Company, TMNI International Incorporated and Transmedia
Europe, Inc.(9) P
10.12 Master License Agreement Amendment No. 3 dated
November 22, 1993 between TMNI International Incorporated and
Transmedia Europe, Inc.(9) P
10.13 Master License Agreement dated March 21, 1994 between TMNI
International Incorporated and Conestoga Partners II, Inc. licensing
rights in the Asia Pacific region.(1) P
10.14 Agreement, dated as of December 6, 1996, among the Company,
TMNI International Incorporated, Transmedia Europe Inc. and
Transmedia Asia Pacific Inc.(12) P
10.15 Agreement, dated as of November 15, 1996 between the Company
and The Western Transmedia Company Inc.(12) P
21.1 Subsidiaries of Transmedia Network Inc.(1) P
23.1 Consent of Independent Auditors.(13)
99.1 Prospectus of the Company dated July 10, 1992 filed pursuant
to the Securities Act of 1933.(5) P
99.2 Prospectus of the Company dated August 12, 1992 filed
pursuant to the Securities Act of 1933.(6) P
99.3 Form of Subscription Agreement.(7) P
99.4 Agency Agreement dated April 9, 1992 between the Company
and Janney Montgomery Scott Inc.(8) P
99.5 Warrant Purchase Agreement dated June 15, 1992 between the
Company and Janney Montgomery Scott.(8) P
(1) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994 and
incorporated by reference.
(2) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1988, and
incorporated by reference thereto.
(3) Filed as an exhibit to the Post Effective Amendment to the
Registration Statement on Form S-1 (Registration No. 33-5036),
and incorporated by reference thereto.
(4) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1990, and
incorporated by reference thereto.
(5) Filed as an exhibit to the Company's Registration Statement on
Form S-8 (Registration No. 33-494460), and incorporated by
reference thereto.
(6) Filed as an exhibit to the Company's Registration Statement on
Form S-3 (Registration No. 33-49374), and incorporated by
reference thereto.
(7) Filed as an exhibit to the Company's Form 8-K Current Report
dated June 15, 1992, and incorporated by reference thereto.
(8) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1992, and
incorporated by reference thereto.
(9) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993, and
incorporated by reference thereto.
(10) Management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Annual Report on
Form 10-K pursuant to Item 14(c) hereof.
(11) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1995 and
incorporated by reference.
(12) Filed as an exhibit hereto.
(13) To be filed by amendment.