SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 35
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE NOSTALGIA NETWORK, INC.
(Name of Issuer)
Common Stock, $.04 par value
(Title of Class of Securities)
669 752107
(CUSIP Number)
Dong Moon Joo, President
Concept Communications, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
(202) 789-2124
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Arthur E. Cirulnick
Tucker, Flyer & Lewis
a professional corporation
1615 L Street, N.W., Suite 400
Washington, D.C. 20036-5601
(202) 452-8600
September 20, 1996
(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with this
Statement: [ ]
CUSIP No. 669 752107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Concept Communications, Inc.
2. Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
AF (Crown Communications Corporation)
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 13,645,432 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 1,000,000 shares
PERSON
WITH 9. Sole Dispositive Power
13,645,432 shares
10. Shared Dispositive Power
1,000,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
14,645,432 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
70.6%
14. Type of Reporting Person
CO
CUSIP No. 669 752107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Crown Communications Corporation
2. Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 1,000,000
OWNED BY
EACH 8. Shared Voting Power
REPORTING 13,645,432 shares
PERSON
WITH 9. Sole Dispositive Power
1,000,000
10. Shared Dispositive Power
13,645,432 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
14,645,432 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
70.6%
14. Type of Reporting Person
CO
CUSIP No. 669 752107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Crown Capital Corporation
2. Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
AF (Crown Communications Corporation)
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0
OWNED BY
EACH 8. Shared Voting Power
REPORTING 14,645,432 shares
PERSON
WITH 9. Sole Dispositive Power
0
10. Shared Dispositive Power
14,645,432 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
14,645,432 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
70.6%
14. Type of Reporting Person
CO
This Amendment No. 35 amends and supplements the statement
on Schedule 13D (the "Schedule 13D") filed by Concept
Communications, Inc., a Delaware corporation ("Concept"), Crown
Communications Corporation, a Delaware corporation
("Communications"), and Crown Capital Corporation, a Delaware
corporation ("Capital"), relating to the Common Stock, par value
$.04 per share (the "Common Stock"), of The Nostalgia Network,
Inc., a Delaware corporation (the "Issuer"). Capitalized terms
not otherwise defined herein shall have the meanings set forth in
the Schedule 13D.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby amended and supplemented by adding thereto
the following:
Pursuant to the September 20 Exercise Letter (as defined
below), the funds for the transaction discussed therein will be
obtained by Communications from Atlantic Video pursuant to the
Communications/AVI Promissory Note and the Restated Security
Agreement. The Reporting Persons understand from Atlantic Video
that all or substantially all of the amounts loaned by Atlantic
Video to Communications would be obtained by Atlantic Video as
proceeds of a loan from One-Up, which would obtain those funds as
proceeds of a loan from UCI.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented by incorporating
herein the information set forth under Item 6 in this Amendment
No. 35.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) and (b) are hereby amended by deleting the
information set forth thereunder and by adding in lieu thereof
the following:
(a)-(b) The following table sets forth information
with respect to the shares of the Common Stock beneficially owned
by the Reporting Persons as of the close of business on September
20, 1996:
<TABLE>
<CAPTION>
Name Aggregate Number Percentage Sole Power
of Shares of Class <F1> to Vote or
Beneficially or Direct
Owned Vote
<S> <C> <C> <C>
Concept 14,645,432<F2> 70.6% 13,645,432
Communications 14,645,432<F2> 70.6% 1,000,000
Capital 14,645,432<F2> 70.6% 0
Name Shared Power Sole Power Shared Power
to Vote or to Dispose to Dispose or
Direct Vote or Direct or Direct
Disposition Disposition
<S> <C> <C> <C>
Concept 1,000,000 13,645,432 1,000,000
Communications 13,645,432 1,000,000 13,645,432
Capital 14,645,432<F2> 0 14,645,432<F2>
<FN>
<F1> Computed on the basis of 20,739,376 shares of
the Common Stock outstanding (20,274,371 shares of the Common
Stock reported to be outstanding in the Issuer's Form 10-Q for
the quarter ended June 30, 1996 and assuming the conversion of
the Preferred Stock owned by Concept and the exercise of the
Tiger Warrant by Concept).
<F2> Includes 14,180,427 shares of the Common Stock
and 2,500 shares of the Preferred Stock (each share convertible
into 100 shares of the Common Stock) owned by Concept, and
215,005 shares of the Common Stock that may be acquired by
Concept pursuant to the Tiger Warrant.
</FN>
</TABLE>
None of Ms. Spurgin and Messrs. Joo, Hugel, Gogan,
Seubert, Cooperrider, Morton, Salonen, Ward, Guerra and McDevitt
beneficially owns shares of the Common Stock or the Preferred
Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented by adding thereto
the following:
Purchase of Allied Shares
On September 20, 1996 Concept delivered a letter (the
"September 20 Exercise Letter") to Allied advising Allied that
Concept is exercising its option pursuant to the Allied Option
Agreement to purchase 1,000,000 shares of Common Stock of the
Issuer at the purchase price of $0.90 per share.
Communications and Concept have further agreed that Concept
will assign to Communications its obligation to purchase the
shares exercised pursuant to the September 20 Exercise Letter.
Communications and Allied have agreed that the closing for the
purchase of shares pursuant to the exercise of the option
described by the September 20 Exercise Letter is scheduled to
occur in approximately two to three weeks.
The foregoing description of the September 20th Exercise
Letter is qualified in its entirety by the text of the September
20 Exercise Letter, which is attached hereto as Exhibits 35.1 and
is incorporated herein by reference.
Item 7. Items to be Filed as Exhibits
Exhibit Description
35.1 Letter from Concept Communications, Inc. to Allied
Cellular Systems Inc. dated September 20, 1996
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned hereby certifies
that the information set forth in this amendment is true,
complete and correct.
Dated: October 9, 1996
CONCEPT COMMUNICATIONS, INC.
/s/ Werner Seubert
By: Werner Seubert, Vice President
CROWN COMMUNICATIONS CORPORATION
/s/ Werner Seubert
By: Werner Seubert, Vice President
CROWN CAPITAL CORPORATION
/s/ Werner Seubert
By: Werner Seubert, Vice President
EXHIBIT INDEX
Exhibit Description Page
35.1 Letter from Concept Communications, Inc. to
Allied Cellular Systems Inc. dated September
20, 1996
September 20, 1996
Mr. David Petersen
Allied Cellular Systems, Inc.
1860 S. Elena Avenue, Suite C
Redondo Beach, CA 90277-5706
Re: Exercise of Option of Purchase of Allied Shares
Pursuant to Option Agreement dated March 21, 1996
Dear Mr. Petersen:
This letter is to advise you that Concept Communications,
Inc. ("Concept"), hereby exercises its option pursuant to the
Option Agreement dated March 21, 1996, between Concept and Allied
Cellular Systems, Inc. ("Allied"), a copy of which is attached,
to purchase from Allied 1,000,000 shares of common stock, par
value $.04 per share, of the Nostalgia Television Network, Inc.,
at the exercise price of $.90 per share. The closing of the
purchase of the foregoing shares shall take place in accordance
with the Option Agreement.
Very truly yours,
CONCEPT COMMUNICATIONS, INC.
By: Don A. Hernandez
Fried, Frank, Harris, Shriver & Jacobson
Attorneys for Concept Communications, Inc.
OPTION AGREEMENT
AGREEMENT, dated March 21, 1996, between Concept
Communications, Inc., a Delaware corporation ("Concept"), and
Allied Cellular Systems, Inc., a Delaware corporation ("Allied").
WHEREAS, Concept and Allied are parties to a stock purchase
("Stock Purchase") agreement ("Stock Purchase Agreement"), dated
January 26, 1996, set to close on the fifth day after approval of
the Stock Purchaser by the Bankruptcy Court for the Central
District of California (the "Closing");
WHEREAS, the Stock Purchase Agreement provides for execution
of this option agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and for other good and valuable
consideration the receipt and sufficiency which are hereby
acknowledged, the parties do hereby agree as follows:
1. Option Grant to Concept
a. Concept is hereby granted the option to purchase
from Allied, subject to and under the terms and conditions set
forth in this Agreement, all or any part of 1,000,000 shares (the
"Option Shares") of common stock, par value $.04 per share of
Nostalgia Television Network, Inc. ("Nostalgia Stock"), at the
following exercise prices ("Concept Option"):
Time Period Exercise Price per Option Share
March 21, 1996 to September 23, 1996 $ .90
September 23, 1996 to March 21, 1997 $1.00
March 21, 1997 to September 22, 1997 $1.10
b. This option shall be exercisable by written notice
(the "Concept Option Exercise Notice") of Concept to Allied.
Concept may purchase all or any part of the Option Shares (but
not fractions of an Option Share), at such time or times as it
may desire, until eighteen months after the date hereof, and any
shares not purchased on or before such date may not thereafter be
purchased hereunder.
c. The Concept Option may only be exercised by
Concept against Allied and not against any other person to which
the Option Shares are transferred during the period of eighteen
months after the date hereof.
2. Option Grant to Allied.
a. Concept hereby grants Allied the option to require
Concept to purchase any Option Shares not purchased pursuant to
the Concept Option at an exercise price of $1.20 per share for a
six month period commencing eighteen months after the date hereof
("Allied Option"). The Allied Option is not transferable.
b. This option shall be exercisable by written notice
(the "Allied Option Exercise Notice") of Allied to Concept.
c. The Allied Option may only be exercised by Allied
against Concept. Any transferee acquiring the Option Shares does
not acquire any right to exercise the Allied Option.
3. Purchase of Option Shares under concept Option and
Allied Option.
a. Nostalgia Stock purchased pursuant to this
Agreement (the "Shares") shall be paid for in full by wire
transfer or cashier's check at the Option Shares Closing, as
defined below. Upon receipt of a Concept Option Exercise Notice
or Allied Option Exercisable Notice, at the Option Shares
Closing, Allied will transfer to Concept the Shares and shall
deliver to Concept good and valid title to the Shares, free and
clear of all encumbrances and restrictions of any character or
nature whatsoever, together with (i) certificates for the Shares,
(ii) fully executed stock powers in the form of Exhibit 1
attached hereto relating to such Shares' certificates, and (iii)
all other instruments or notices relating to the Shares as shall
be necessary or appropriate to effect the transfer and reissuance
to Concept of the Shares.
b. Each closing of the purchase of Nostalgia Stock
pursuant to this Agreement (an "Option Shares Closing") shall
take place at the offices of Fried, Frank, Harris, Shriver &
Jacobson at 10:00 a.m. on the tenth business day after receipt of
a Concept Option Exercise Notice or Allied Option Exercise Notice
or at such other time and place as the parties may agree.
4. Proxy Grant to Concept. Allied hereby grants Concept
an irrevocable proxy to vote the Option Shares on all matters
submitted to the vote of Nostalgia stockholders until the
expiration of the option granted to Allied. The parties agree
that this proxy is coupled with an interest. The form of the
proxy is attached hereto as Exhibit 2.
5. Representations and Warranties of Allied. Allied
hereby represents and warrants to Concept as follows:
a. Allied is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
b. This Agreement has been duly executed and
delivered by, and is binding and enforceable against, Allied in
accordance with its terms, except that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to the enforcement of creditors'
rights generally and by the application of general principles of
equity. The execution and delivery of this Agreement and other
documents contemplated hereby and the consummation of the
transactions contemplated hereby do not violate or constitute a
breach of or default under (whether after the giving of notice or
lapse of time or both) any provision of the charger, bylaws or
any governing or operating documents of Allied, any existing law
or regulation to which Allied or its respective properties are
subject, or any mortgage, indenture, security agreement,
contract, order, judgment, injunction, decree, license or other
agreement to which Allied is a party or by this it is bound.
c. Allied has the full, absolute and entire
authority, power and legal right to execute, deliver and perform
this Agreement and the other documents and agreements
contemplated hereby and to consummate the transactions
contemplated hereby. The consummation of the transactions
contemplated hereby (i) does not require the consent, approval or
authorization of, or registration, declaration or filing with,
any other affiliate of Allied or any third party (including any
governmental authority); (ii) will not result in the creation or
imposition of any lien, charge, pledge, security interest or
other encumbrance upon any property of Allied; and (iii) is in
accordance with all federal and state securities laws.
d. The Shares, and all right, title and interest
therein, are owned of record and beneficially by Allied, free and
clear of any option, call, contract, commitment, demand, lien,
charge, security interest, encumbrance or restriction of any kind
or nature whatsoever. Upon delivery of the Shares to Concept at
the Option Shares Closing, Concept shall receive good and valid
title to the Shares free and clear of any and all option, call,
contract, commitment, demand, lien, charge, security interest,
encumbrance or restrictions of any kind or nature whatsoever.
e. No defaults or other breach by Allied has occurred
under or with respect to any documents referenced herein.
f. There are no brokerage or other commissions which
are payable in connection with the sale of the Shares.
g. Allied is solvent as of the date of the Option
Shares Closing. Accordingly, Allied currently has and has always
had the ability to pay its debts when due and the value of its
current assets exceeds the aggregate amount of its current
liabilities. No creditor of Allied has applied for a receiver,
trustee or similar officer with respect to substantially all of
Allied's property and neither Allied nor its creditors have
instituted by petition, application, answer, consent or otherwise
any bankruptcy, insolvency, reorganization arrangement,
readjustment of debts, liquidation, dissolution or similar
proceeding relating to Allied.
6. Representations and Warranties of Concept. Concept
hereby represents and warrants to Allied as follows:
a. Concept is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Delaware.
b. This Agreement has been duly executed and
delivered by, and is binding and enforceable against, Concept in
accordance with its terms, except that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, or
other similar laws relating to the enforcement of creditors'
rights generally and by the application of general principles of
equity. The execution and delivery of this Agreement and the
other agreements and documents contemplated hereby and the
consummation of the transactions contemplated hereby do not
violate or constitute a breach of or default under (whether after
the giving of notice or lapse of time or both) any provision of
the charter, bylaws or any governing or operating documents of
Concept, respectively, any existing law or regulation to which
Concept or its properties are subject, or any mortgage,
indenture, security agreement, contract, order, judgment,
injunction, decree, license or other agreement to which Concept
is a party or by which it is bound.
c. Concept has the full, absolute and entire
authority, power and legal right to execute, deliver and perform
this Agreement and the other documents and agreements
contemplated hereby and consummate the transactions contemplated
hereby. The consummation of the transactions contemplated hereby
(i) does not require the consent, approval or authorization of,
or registration, declaration or filing with, any shareholder of
Concept or any third party (including any governmental authority
except for the filing of an amendment to Schedule 13D); and (ii)
will not result in a creation or imposition of any lien, charge,
pledge, security interest or other encumbrance upon any property
of Concept.
d. The purchase of the Shares is for investment
purposes only and Concept has no present intention to distribute
the Shares.
7. Survival of Representations and Warranties. The
representations and warranties made by Allied and Concept under
this Agreement shall survive indefinitely.
8. Further Assurances. Each of the parties hereby
covenants and agrees that, at any time, and from time to time
after the date hereof, it shall execute, or cause to be executed,
such additional documents and instruments and take, or cause to
be taken, such action as may be reasonably requested by the other
party hereto to confirm or otherwise evidence the transfer of the
Shares being sold hereunder or to otherwise carry out the intent
and purposes of this Agreement. Concept and Allied agree to
coordinate with one another on any public statements or filings
made regarding the transactions which are the subject of this
Agreement.
9. Miscellaneous Provisions.
a. Burden and Benefit. This Agreement shall be
binding upon, and shall inure to the benefit of, each of the
parties, and their respective personal and legal representatives,
successors and assigns.
b. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of
California, without regard to its principles of conflicts of
laws.
c. Severability. The provisions of this Agreement
shall be deemed severable, and the invalidity or unenforceability
of any one or more of the provisions hereof shall not effect the
validity or enforceability of the other provisions hereof.
Moreover, to the extent that the enforcement of any provision of
the Agreement may be governed by its "reasonableness," if any
such provision is found unenforceable as provided for herein,
such provision shall be deemed amended so as to permit its
enforcement to the extent deemed reasonable.
d. Entire Agreement. This Agreement and the
agreements contemplated hereby contain the entire agreements and
understandings by and between the parties hereto with respect to
the matter set forth herein. No change or modification hereof
shall be valid or binding unless the same is in writing and
signed by the parties hereto. No waiver of any provision of this
Agreement shall be valid unless the same is in writing and signed
by the party against whom such waiver is sought to be enforced;
moreover, no valid waiver of any provision of this Agreement
shall be deemed a valid waiver of any other provision of this
Agreement at such time nor will it be deemed valid waiver of such
provision at any other time. No failure by either party to
exercise (except for the specific right to exercise the Concept
Option or Allied Option), and no delay by their party in
exercising any right, power or remedy with respect to the
obligations and covenants set forth herein, shall operate as a
waiver of any such right, power or remedy. Any and all previous
agreement between the parties hereto are superseded hereby except
for the rights and releases contained in the Settlement
Agreement.
e. Headings. The headings contained herein are for
convenience of reference only and shall not be used in
interpreting, construing or enforcing any of the provisions of
this Agreement.
f. Counterparts. This Agreement may be executed in
counterparts, which together shall be deemed to constitute one
valid and binding agreement.
g. Interpretation. Should any provision of this
Agreement require judicial interpretation, it is agreed that the
court interpreting or considering such provision shall not apply
any presumption that the terms hereof shall be more strictly
construed against the party who itself or through its agent
prepared the same, it being agreed that all parties hereto have
participated in the preparation of this Agreement and that legal
counsel was consulted by each party in connection with the
preparation and execution of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the day and year first above written.
CONCEPT COMMUNICATIONS, INC.
By: /s/ Dong Moon Joo
Name: Dong Moon Joo
Title: President
ALLIED CELLULAR SYSTEMS, INC.
By: /s/ David Petersen
Name:
Title:
