-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oljrne7Y8MwhuWhc2u97T5Zw7jXGYTYVR+yQkpQyinh74VmCYHl16FHKBpCj8IAX AFWQY7/BqMOh6931aCIq1g== 0000889812-99-003025.txt : 19991020 0000889812-99-003025.hdr.sgml : 19991020 ACCESSION NUMBER: 0000889812-99-003025 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMEDIA NETWORK INC /DE/ CENTRAL INDEX KEY: 0000078536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 846028875 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-84947 FILM NUMBER: 99730532 BUSINESS ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: STE 460 CITY: MIAMI STATE: FL ZIP: 33181 BUSINESS PHONE: 3058923300 MAIL ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: SUITE 460 CITY: MIAMI STATE: FL ZIP: 33181 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK AMERICAN CORP DATE OF NAME CHANGE: 19840912 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK TURF CLUB INC DATE OF NAME CHANGE: 19740728 424B3 1 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 7, 1999) Registration No. 333-84947 Transmedia Network Inc. 4,152,000 Subscription Rights 4,152,000 Shares of Series A Preferred Stock 4,152,000 Shares of Common Stock ------------------------ This Prospectus Supplement supplements and amends our Prospectus, dated October 7, 1999 (the "Prospectus"), relating to our distribution of non-transferable rights to purchase Series A senior convertible redeemable preferred shares to persons who owned shares of our common stock as of the close of business on the record date, October 6, 1999. We are distributing this Prospectus Supplement for the sole purpose of extending the period in which you may exercise your rights to subscribe for our Series A preferred shares as follows: Expiration time................................. November 1, 1999, 5:00 p.m., Eastern Standard Time. Procedure for exercising rights................. To exercise your rights, you should complete the subscription certificate and forward it, along with payment in full of the subscription price for the number of Series A preferred shares you wish to purchase, to the subscription agent for receipt on or prior to the expiration time. If you plan to mail the subscription certificate, we recommend that you use insured, registered mail. Method of payment............................... You may pay for the shares by (1) check or bank draft (cashier's check) drawn upon a United States bank or a postal, telegraphic or express money order payable to "American Stock Transfer & Trust Company", as subscription agent or (2) wire transfer of funds to an account maintained by the subscription agent for the purpose of accepting subscriptions at the Chase Manhattan Bank, Account No. 323-062547 (Transmedia Network Inc.); ABA No. 021000021. The subscription price will be considered to have been received by the subscription agent only upon:
1 (1) clearance of any uncertified check; (2) receipt by the rights agent of any certified check or bank draft upon a United States bank or of any postal, telegraphic or express money order; or (3) receipt of collected funds in the subscription agent's account designated above. Funds paid by uncertified personal check may take at least five business days to clear. Accordingly, if you wish to pay by means of an uncertified personal check, we urge you to make payment sufficiently in advance of November 1, 1999 to ensure that the payment is received and clears before that date. We also urge you to consider payment by means of certified or cashier's check or money order. Guaranteed Delivery Procedures....... If you want to exercise your rights, but time will not permit your subscription certificate to reach the subscription agent on or prior to 5:00 p.m. on November 1, 1999, you may exercise your rights if you satisfy the following Guaranteed Delivery Procedures: (1) You send, and the subscription agent receives, payment in full for each Series A preferred share being purchased through the basic subscription right and the oversubscription privilege, on or prior to November 1, 1999; (2) You send, and the subscription agent receives, on or prior to November 1, 1999, a Notice of Guaranteed Delivery, substantially in the form provided with the attached instructions, from a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The Notice of Guaranteed Delivery must state your name, the number of rights that you hold, the number of Series A preferred shares that you
2 wish to purchase pursuant to the basic subscription right and the number of shares, if any, you wish to purchase pursuant to the oversubscription privilege. The Notice of Guaranteed Delivery must guarantee the delivery of your subscription certificate to the subscription agent within three New York Stock Exchange trading days following the date of the Notice of Guaranteed Delivery; and (3) You send, and the subscription agent receives, your properly completed and duly executed subscription certificate, including any required signature guarantees, within three NYSE trading days following the date of your Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered to the subscription agent in the same manner as your subscription certificate at the addresses set forth below, or may be transmitted to the subscription agent by facsimile transmission, to facsimile number (718) 234-5001.
For more information about the rights offering, you should read the Prospectus in its entirety, including the information appearing under the heading "The Rights Offering" beginning on page 19. You should read all references to October 22, 1999 in the Prospectus as November 1, 1999. Our common stock is listed on the New York Stock Exchange under the symbol "TMN." On October 18, 1999, the closing price of the common stock as reported by the NYSE was $2.50. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- This Prospectus Supplement is dated October 19, 1999. 3 -----END PRIVACY-ENHANCED MESSAGE-----