SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 31
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
April 11, 1996
(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid
with this Statement: [ ]
<PAGE>
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 14,645,432 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0
PERSON
WITH 9. Sole Dispositive Power
14,645,432 shares
10. Shared Dispositive Power
0
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
<PAGE>
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
<PAGE>
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 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
<PAGE>
This Amendment No. 31 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 the
following:
The funds for the $1,050,000 which was paid to the Estate on
March 21, 1996 pursuant to the Settlement Agreement, for the
$153,000 which was paid to Allied on March 21, 1996 pursuant to
the Allied Stock Purchase Agreement and for the $150,000 paid to
Tiger on March 21, 1996 pursuant to the Tiger Settlement
Agreement (defined below in Item 6) were obtained by Concept from
Communications, which borrowed the same amount of funds 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 have been obtained by Atlantic Video as
proceeds of a loan from One-Up, which received these funds as
proceeds of a loan from UCI.
Item 4. Purpose of the Transaction.
Settlement
Item 4 is hereby amended by deleting entirely the
information set forth under the caption "Settlement." and by
inserting in lieu thereof the following:
Concept, the Bankruptcy Trustee, Allied and M/A Burgers
executed a Settlement Agreement and Mutual Release dated as of
January 26, 1996, relating to the settlement of the various
disputes among them (the "Settlement Agreement").
The Settlement Agreement was approved by the Bankruptcy
Court on February 22, 1996. However, the obligations of Concept,
the Bankruptcy Trustee, Allied and M/A Burgers under the
Settlement Agreement were subject to the condition precedent that
Concept and the Issuer shall have executed a separate settlement
agreement with Tiger. Concept was informed by the Issuer that
the Issuer reached such settlement with Tiger effective March 21,
1996. As further explained in Item 6 below, Concept's agreement
with Tiger was finalized on April 11, 1996, fulfilling such
condition precedent.
Pursuant to the Settlement Agreement, on March 21, 1996 (i)
Concept paid to the Estate $1,050,000 in full settlement of all
claims which the Estate had against Concept, (ii) the Bankruptcy
Trustee transferred to Concept 456,409 shares of the Common Stock
and 1,250 shares of the Preferred Stock and relinquished all
claims against Concept relating to the purchase of the M/A Burger
Shares by Concept (which purchase the Bankruptcy Trustee had
attempted to set aside in the Bankruptcy Action), (iii) Concept
and the Estate released all claims which either of them had
against the other, (iv) the Bankruptcy Trustee transferred to
Allied the Estate's interest in 1,170,000 shares of the Common
Stock, (v) Allied waived its claim to a security interest in
1,335,676 shares of the Common Stock and 1,250 shares of the
Preferred Stock owned by the Estate and (vi) the Shareholders
Agreement and the Vote Pooling Agreement were terminated.
In connection with the execution of the Settlement
Agreement, Concept and Allied executed on January 26, 1996 a
Stock Purchase Agreement (the "Allied Stock Purchase Agreement").
Pursuant to the Allied Stock Purchase Agreement, Concept
purchased 170,000 shares of the 1,170,000 shares of Common Stock
transferred to Allied by the Bankruptcy Trustee for $.90 per
share or $153,000 in the aggregate. Pursuant to the Allied Stock
Purchase Agreement, prior to the closing thereof, Concept and
Allied executed an option agreement (the "Allied Option
Agreement"), pursuant to which Allied granted Concept an option
to purchase the remaining 1,000,000 of the 1,170,000 shares of
the Common Stock transferred to Allied by the Bankruptcy Trustee
at an initial option price of $.90 per share, which option price
will increase over time to a maximum of $1.10 per share. In the
event that Concept has not exercised its option within 18 months
after the date the Allied Option Agreement became effective,
Allied will have the right, at any time during the following six
months, to put such 1,000,000 shares of Common Stock to Concept
at a price of $1.20 per share. Concept's option to purchase and
Allied's put with respect to such 1,000,000 shares of Common
Stock are together referred to herein as the "Allied Option."
For the duration of the Allied Option, Concept has an irrevocable
proxy to vote such 1,000,000 shares of the Common Stock which are
the subject of the Allied Option.
Pursuant to the Settlement Agreement, the Bankruptcy
Trustee, Concept, Allied and M/A Burgers released all claims
which any of them had against the other and all litigation among
those parties was dismissed with prejudice.
The foregoing descriptions of the Settlement Agreement, the
Allied Stock Purchase Agreement and the Allied Option Agreement
are qualified in their entirety by the text of the Settlement
Agreement and the Allied Stock Purchase Agreement (which includes
the form of the Allied Option Agreement) which were previously
attached hereto as Exhibit 29.3 and 29.4 respectively and are
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented by
incorporating herein the information set forth under Item 4 of
this Amendment 31.
Arrangements with Tiger Communication Company, L.P.
Item 6 is also hereby amended by deleting entirely the
information set forth in the last three sentences of the first
paragraph under the caption "Arrangements with Tiger
Communication Company, L.P." and by inserting in lieu thereof the
following:
Concept, Tiger and M/A Burgers executed a "Settlement
Agreement and Mutual Release" dated as of March 21, 1996
(hereinafter the "Concept-Tiger Settlement Agreement") in which
Tiger and Concept released each other from, among other matters,
any and all obligations or liabilities they might have under to
the Purchase Agreement in consideration of Concept's payment to
Tiger of $150,000. The Reporting Persons were informed by
outside counsel handling the matter that the last signature to
the Tiger Settlement Agreement was not obtained until April 11,
1996, the date on which the Reporting Persons believe such
agreement was finalized. The Reporting Persons were informed by
the Issuer that the $150,000 Concept paid to Tiger pursuant to
the Concept-Tiger Settlement Agreement was paid by Tiger to the
Issuer to settle all outstanding claims between Tiger and the
Issuer pursuant to a "Settlement Agreement and Mutual Release"
executed by and among the Issuer, Tiger and M/A Burgers dated as
of March 21, 1996 (the "Nostalgia-Tiger Settlement Agreement").
Item 6 is also hereby amended and supplemented by appending
to the information set forth in the second paragraph under the
caption "Arrangements with Tiger Communication Company, L.P." the
following:
Concept retains the rights it acquired from Tiger under the
Registration Rights Agreement.
The Concept-Tiger Settlement Agreement and the Nostalgia-
Tiger Settlement Agreement are attached hereto as Exhibit 31.0
and 31.1 respectively, they are incorporated herein by reference,
and all descriptions, characterizations and summaries of the
provisions thereof contained in this Schedule 13D are qualified
in their entirety by reference to such exhibits.
Item 7. Items to be Filed as Exhibits
Exhibit Description Page
31.0 Copy of Settlement Agreement and Mutual
Release dated March 21, 1996, executed
by and among Tiger Communications
Company, L.P., M/A Burgers, Inc. and
Concept Communications, Inc.
31.1 Copy of Settlement Agreement and Mutual
Release dated March 21, 1996, executed
by and among Tiger Communications
Company, L.P., M/A Burgers, Inc. and The
Nostalgia Network, Inc.
<PAGE>
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: April 23, 1996
CONCEPT COMMUNICATIONS, INC.
/s/ DONG MOON JOO
By: Dong Moon Joo, President
CROWN COMMUNICATIONS CORPORATION
/s/ DONG MOON JOO
By: Dong Moon Joo, President
CROWN CAPITAL CORPORATION
/s/ DONG MOON JOO
By: Dong Moon Joo, President
<PAGE>
EXHIBIT INDEX Page
31.0 Copy of Settlement Agreement and Mutual
Release dated March 21, 1996, executed
by and among Tiger Communications
Company, L.P., M/A Burgers, Inc. and
Concept Communications, Inc.
31.1 Copy of Settlement Agreement and Mutual
Release dated March 21, 1996, executed
by and among Tiger Communications
Company, L.P., M/A Burgers, Inc. and The
Nostalgia Network, Inc.
<PAGE>
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Settlement
Agreement") is entered into this 21st day of March 1996 by and
between Concept Communications, Inc., a Delaware corporation
("Concept"), Tiger Communications Company, L.P., a Delaware
limited partnership ("Tiger"), and M/A Burgers, Inc., a
California corporation ("M/A Burgers"), with reference to the
following circumstances:
WHEREAS, Concept and Tiger have certain disputes between
them, including with reference to certain amounts allegedly due
and owing by Concept to Tiger;
WHEREAS, Concept and M/A Burgers have certain disputes
between them; and
WHEREAS, Concept, Tiger and M/A Burgers, respectively, seek
to resolve all disputes between them, and to resolve various
other matters, subject to preservation of specific rights and
obligations as set forth herein; and
WHEREAS, Concept, Allied Cellular Systems, Inc., a Delaware
corporation, M/A Burgers, and Richard K. Diamond, as Chapter 7
Trustee of the Bankruptcy Estate of Gold'N M Television, Inc., a
Delaware corporation, have entered into a Settlement Agreement
and Mutual Release, subject to Bankruptcy Court approval (the
"Bankruptcy Settlement Agreement").
NOW, THEREFORE, in consideration of the promises, covenants
and representations set forth herein, the adequacy, receipt and
sufficiency of which is hereby acknowledged, Concept, Tiger and
M/A Burgers hereby agree as follows:
I. CONSIDERATION
A. Concept will pay to Tiger the sum of $150,000.00, at
the Closing as defined in the Bankruptcy Settlement Agreement
which date shall be the effective date of this Settlement
Agreement (the "Effective Date").
B. Except for those rights and obligations arising under
this Settlement Agreement, Concept and its subsidiaries and
affiliates (except for The Nostalgia Network, Inc., a Delaware
corporation) voluntarily, knowingly, and willingly releases,
acquits and forever discharges Tiger, all of Tiger's
predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, partners, employees, and all of Tiger's
attorneys, accountants, underwriters, investment bankers,
representatives and agents (for services performed for Tiger),
from any and all claims, actions, causes of action, damages,
liabilities, promises, debts, compensation, losses, obligations,
duties, costs or expenses of any kind or nature whatsoever,
whether known or unknown, anticipated or unanticipated, concealed
or hidden, which Concept and/or its subsidiaries and/or its
affiliates ever had, now have, or hereafter may have against
Tiger, arising out of or relating in any way to any acts,
omissions, events, occurrences, statements, failures to act, or
breaches of duty, occurring up to and including the Effective
Date. Notwithstanding anything to the contrary in this
Settlement Agreement, neither Michael E. Marcovsky, Merrick Scott
Rayle, Crane Rayle & Lennemann nor any members or partners
thereof, or Michael E. Kassan, shall receive any release
whatsoever under this Settlement Agreement.
C. Except for those rights and obligations arising under
this Settlement Agreement, Tiger and its subsidiaries, partners
and affiliates voluntarily, knowingly, and willingly releases,
acquits, and forever discharges Concept, all of Concept's
predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, officers, directors, employees, and all of
Concept's attorneys, accountants, underwriters, investment
bankers, representatives, and agents (for services performed for
Concept), from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs, or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which Tiger and/or its
subsidiaries and/or its affiliates ever had, now have, or
hereafter may have, against Concept, arising out of or relating
in any way to any acts, omissions, events, occurrences,
statements, failures to act, or breaches of duty, occurring up to
and including the Effective Date. Notwithstanding anything to
the contrary in this Settlement Agreement, neither Michael E.
Marcovsky, Merrick Scott Rayle, Crane Rayle & Lennemann nor any
members or partners thereof, or Michael E. Kassan, shall receive
any release whatsoever under this Settlement Agreement.
D. Except for those rights and obligations arising under
this Settlement Agreement, Concept and its subsidiaries and
affiliates (except for The Nostalgia Network, Inc., a Delaware
corporation) voluntarily, knowingly, and willingly releases,
acquits, and forever discharges M/A Burgers, all of M/A Burger's
predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, officers, directors, employees, and all of
M/A Burgers' attorneys, accountants, underwriters, investment
bankers, representatives, and agents (for services performed for
M/A Burger), from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs, or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which Concept and/or its
subsidiaries and/or its affiliates (except for The Nostalgia
Network, Inc., a Delaware corporation) ever had, now have, or
hereafter may have, against M/A Burgers, arising out of or
relating in any way to any acts, omissions, events, occurrences,
statements, failures to act, or breaches of duty, occurring up to
and including the Effective Date. Notwithstanding anything to
the contrary in this Settlement Agreement, neither Michael E.
Marcovsky, Merrick Scott Rayle, Crane Rayle & Lennemann nor any
members or partners thereof, or Michael E. Kassan, shall receive
any release whatsoever under this Settlement Agreement.
E. Except for those rights and obligations arising under
this Settlement Agreement, M/A Burgers and its subsidiaries and
affiliates voluntarily, knowingly, and willingly releases,
acquits, and forever discharges Concept, all of Concept's
predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, officers, directors, employees, and all of
Concept's attorneys, accountants, underwriters, investment
bankers, representatives, and agents (for services performed for
Concept), from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs, or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which M/A Burgers and/or its
subsidiaries and/or its affiliates ever had, now have, or
hereafter may have, against Concept, arising out of or relating
in any way to any acts, omissions, events, occurrences,
statements, failures to act, or breaches of duty, occurring up to
and including the Effective Date. Notwithstanding anything to the
contrary in this Settlement Agreement, neither Michael E.
Marcovsky, Merrick Scott Rayle, Crane Rayle & Lennemann nor any
members or partners thereof, or Michael E. Kassan, shall receive
any release whatsoever under this Settlement Agreement.
II. RECITALS
A. The parties hereto expressly agree that if they have
sustained or should sustain any injury, loss, or damage as a
result of any act of the parties released above, to date, or of
any act which they are not now aware, or if the loss or damage of
which they are now aware, has present or future consequences or
results of which they are not now aware, this Settlement
Agreement shall nevertheless constitute a full and final release
of any claims against the parties released above, and shall apply
to and include all such unknown or unsuspected consequences or
results. Each of the parties has read and has been fully advised
of the contents of Section 1542 of the California Civil Code,
which provides:
A general release does not extend to claims
which the creditor does not know or suspect
to exist in his favor at the time of
executing the release, which if known by him
must have materially effected his settlement
with the debtor.
Each of the parties expressly waives any and all rights and
benefits of this Section.
B. This Settlement Agreement and any proceedings taken
hereunder are not and shall not in any way be construed as or
deemed to be evidence or any admission or concession of
wrongdoing or liability on the part of any party, or their
counsel or any of them.
C. Any notice or other communications required or
permitted under this Settlement Agreement shall be in writing,
shall be delivered personally, telegraphed, telexed, or sent by
electronic facsimile transfer, or sent by certified, registered
or overnight mail or courier, postage pre-paid, and shall be
deemed given on the earlier of the day actually received or close
of business on the second business day next following the day
when deposited with an overnight courier or the close of business
on the fifth business day when deposited in the United States
mail, postage pre-paid, certified or registered, addressed as set
forth below:
If to Concept: Michael M. Sebold
Concept Communications, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
With a copy to: Stephen D. Alexander, Esq.
Fried, Frank, Harris, Shriver & Jacobson
725 South Figueroa Street, Suite 3890
Los Angeles, CA 90017
If to Tiger: Tigrow Corp.
2121 Avenue of the Stars, 18th Floor
Los Angeles, CA 90067
With a copy to: Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
If to M/A Burgers: Mr. David Lee
M/A Burgers, Inc.
150 S. El Camino Drive
Beverly Hills, CA 90212
With a copy to: Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
D. Waiver of any term or condition of this Settlement
Agreement by any parties shall only be effected if in writing and
shall not be construed as a waiver of any subsequent breach or
failure of the same term or condition, or a waiver of any other
term of condition of this Settlement Agreement.
E. This Settlement Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective
successors. No person other than the parties and their
successors is intended to have any right under the Settlement
Agreement.
F. This Settlement Agreement shall be construed in
accordance with the laws of the State of California (without
regard to conflict of law principles). The parties hereby
consent to the exclusive jurisdiction of the federal and state
counts located in the Central District of California over all
disputes arising from the interpretation, performance of, and
compliance with this Agreement.
G. This Settlement Agreement contains the entire
understanding and Agreement of the parties with respect to the
subject matter hereto and supersedes all prior and
contemporaneous agreements, negotiations, correspondence,
undertakings and communications of the parties or their
representatives, oral or written, respecting such subject matter.
No amendment, modification, or cancellation of any term or
condition of this Settlement Agreement shall be effected unless
executed in writing by the parties hereto.
H. Each party to this Settlement Agreement acknowledges
that it has been represented by independent legal counsel of its
own choice throughout all of the negotiations that have preceded
the execution of this Settlement Agreement, and that is has
executed this Settlement Agreement with the consent and upon the
advice of such independent legal counsel.
I. Each party hereto agrees to indemnify and hold harmless
the other, and its respective directors, officers and employees,
from and against any losses, claims, demands, damages, costs or
liabilities incurred by any of them arising out of or relating to
their performance or failure to perform under this Settlement
Agreement ("Liabilities"), except where such Liabilities have
resulted from a breach of the terms of this Settlement Agreement
by the party seeking indemnification (or any director, officer or
employee of such party).
J. Each of the parties hereto 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 parties hereto to
confirm or evidence or otherwise carry out the intent and
purposes of this Settlement Agreement.
K. Each signatory to this Settlement Agreement
acknowledges that he or she has read this Settlement Agreement
and assents to all of the terms and conditions contained herein
without any reservation whatsoever and that he or she has had the
same explained to him or it by its own counsel, will have
answered any and all question which have been asked of him or her
with regard to the meaning of any of the provisions hereof.
L. Each signatory to this Settlement Agreement warrants
and represents that he or she is fully physically able and
mentally competent to execute this Settlement Agreement and has a
full and complete understanding of its terms.
M. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such
counterparts together shall be deemed an original of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and
entered into by the Parties on the date first hereinabove
mentioned.
APPROVED AS TO FORM
ON BEHALF OF
TIGER COMMUNICATIONS, L.P.
Dated: , 1996
Tiger Communications
Company, L.P.
By: /s/ BRIAN J MCCARTHY By: /s/ TIGROW CORP.
Brian J. McCarthy
APPROVED AS TO FORM
ON BEHALF OF
CONCEPT COMMUNICATIONS INC.
Dated: March 21, 1996
Concept Communications, Inc.
By: /s/ STEPHEN D. ALEXANDER By: /s/ DONG MOON JOO
Stephen D. Alexander Dong Moon Joo
APPROVED AS TO FORM
ON BEHALF OF
M/A BURGERS, INC.
Dated: , 1996
M/A Burgers, Inc.
By: /s/ BRIAN J. MCCARTHY By: /s/ DAVID LEE
Brian J. McCarthy
<PAGE>
Amendment to Settlement Agreement
By and Between Concept Communications, Inc., Tiger
Communications, L.P., and M/A Burgers, Inc.
Dated March 21, 1996
All the terms of the Agreement remain the same except the
Parties further agree that the Parties shall keep the terms of
the Agreement confidential except with respect to (1) disclosure
to each Party's attorneys, accountants, or taxing authorities;
(2) as required by applicable state and federal securities laws
and regulations; (3) otherwise required by law, provided that the
Party permitted to make disclosure hereunder (with respect to (2)
and (3)) shall use their best efforts to give notice of the
disclosure to the other Parties in advance of the disclosure; or
(4) the parties to the Bankruptcy Settlement Agreement.
IN WITNESS WHEREOF, this Amendment to the Agreement has been
executed and entered into by the Parties on the date first
hereinabove mentioned.
APPROVED AS TO FORM
ON BEHALF OF
TIGER COMMUNICATIONS, L.P.
Dated: , 1996
Tiger Communications
Company, L.P.
By: /s/ BRIAN J. MCCARTHY By: /s/ TIGRO CORP.
Brian J. McCarthy Tigrow Corpor., Its
General Parther
APPROVED AS TO FORM
ON BEHALF OF
CONCEPT COMMUNICATIONS INC.
Dated: March 21, 1996
Concept Communications, Inc.
By: /s/ STEPHEN D. ALEXANDER By: /s/ DONG MOON JOO
Stephen D. Alexander Dong Moon Joo
<PAGE>
APPROVED AS TO FORM
ON BEHALF OF
M/A BURGERS, INC.
Dated: , 1996
M/A Burgers, Inc.
By: /s/ BRIAN J. MCCARTHY By: /s/ DAVID LEE
Brian J. McCarthy
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Settlement
Agreement") is entered into this 21st day of March 1996 by and
between The Nostalgia Network, Inc., a Delaware corporation
("Nostalgia"), Tiger Communications Company, L.P., a Delaware
limited partnership ("Tiger"), and M/A Burgers, Inc., a
California corporation ("M/A Burgers"), with reference to the
following circumstances:
WHEREAS, Nostalgia and Tiger have certain disputes between
them; and
WHEREAS, Nostalgia and M/A Burgers have in order to resolve
any potential disputes between them agreed to, and do hereby
agree to release one another; and
WHEREAS, Concept Communications, Inc., a Delaware
corporation, Allied Cellular Systems, Inc., a Delaware
corporation, M/A Burgers, and Richard K. Diamond, as Chapter 7
Trustee of the Bankruptcy Estate of Gold'N M Television, Inc., a
Delaware corporation, have entered into a Settlement Agreement
and Mutual Release, subject to Bankruptcy Court approval (the
"Bankruptcy Settlement Agreement").
WHEREAS, Nostalgia, Tiger and M/A Burgers, respectively, seek
to resolve all disputes between them, and to resolve various
other matters, subject to preservation of specific rights and
obligations as set forth herein,
NOW, THEREFORE, in consideration of the promises, covenants
and representations set forth herein, the adequacy, receipt and
sufficiency of which is hereby acknowledged, Nostalgia, Tiger and
M/A Burgers hereby agree as follows:
I. CONSIDERATION
A. Tiger will pay to Nostalgia the sum of $150,000.00, at
the Closing as defined in the Bankruptcy Settlement Agreement
which date shall be the effective date of this Settlement
Agreement (the "Effective Date").
B. Except for those rights and obligations arising under
this Settlement Agreement, Tiger and its partners, subsidiaries
and affiliates voluntarily, knowingly, and willingly releases,
acquits and forever discharges Nostalgia, all of Nostalgia's
predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, officers, directors, employees, and all
Nostalgia's attorneys, accountants, underwriters, investment
bankers, representatives and agents (for services performed for
Nostalgia), from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which Tiger and/or its
subsidiaries and/or its affiliates ever had, now have, or
hereafter may have, against Nostalgia, arising out of or relating
in any way to any acts, omissions, events, occurrences,
statements, failures to act, or breaches of duty, occurring up to
and including the Effective Date. Notwithstanding anything to
the contrary in this Settlement Agreement, neither Michael E.
Marcovsky, Merrick Scott Rayle, Crane Rayle & Lennemann nor any
members or partners thereof, or Michael E. Kassan, nor any
members or partners thereof, shall receive any release whatsoever
under this Settlement Agreement.
C. Except for those rights and obligations arising under
this Settlement Agreement, Nostalgia and its subsidiaries and its
affiliates voluntarily, knowingly, and willingly releases,
acquits, and forever discharges Tiger, all of Tiger's
predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, partners, employees, and all of Tiger's
attorneys, accountants, underwriters, investment bankers,
representatives and agents (for services performed for Tiger),
from any and all claims, actions, causes of action, damages,
liabilities, promises, debts, compensation, losses, obligations,
duties, costs, or expenses of any kind or nature whatsoever,
whether known or unknown, anticipated or unanticipated, concealed
or hidden, which Nostalgia ever had, now have, or hereafter may
have, against Tiger, arising out of or relating in any way to any
acts, omissions, events, occurrences, statements, failures to
act, or breaches of duty, occurring up to and including the
Effective Date. Notwithstanding anything to the contrary in this
Settlement Agreement, neither Michael E. Marcovsky, Merrick Scott
Rayle, Crane Rayle & Lennemann nor any members or partners
thereof, or Michael E. Kassan, nor any members or partners
thereof, shall receive any release whatsoever under this
Settlement Agreement.
D. Except for those rights and obligations arising under
this Settlement Agreement, M/A Burgers and its subsidiaries and
affiliates voluntarily, knowingly, and willingly releases,
acquits, and forever discharges Nostalgia, all of Nostalgia's
predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, officers, directors, employees, and all of
Nostalgia's attorneys, accountants, underwriters, investment
bankers, representatives, and agents (for services performed for
Nostalgia), from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs, or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which M/A Burgers and/or its
subsidiaries and/or its affiliates ever had, now have, or
hereafter may have, against Nostalgia, arising out of or relating
in any way to any acts, omissions, events, occurrences,
statements, failures to act, or breaches of duty, occurring up to
and including the Effective Date. Notwithstanding anything to
the contrary in this Settlement Agreement, neither Michael E.
Marcovsky, Merrick Scott Rayle, Crane Rayle & Lennemann nor any
members or partners thereof, or Michael E. Kassan, shall receive
any release whatsoever under this Settlement Agreement.
E. Except for those rights and obligations arising under
this Settlement Agreement, Nostalgia and its subsidiaries and
affiliates voluntarily, knowingly, and willingly releases,
acquits, and forever discharges M/A Burgers, all of M/A Burgers'
predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, officers, directors, employees, and all of
M/A Burgers' attorneys, accountants, underwriters, investment
bankers, representatives, and agents (for services performed for
M/A Burgers), from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs, or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which Nostalgia and/or its
subsidiaries and/or its affiliates ever had, now have, or
hereafter may have, against M/A Burgers, arising out of or
relating in any way to any acts, omissions, events, occurrences,
statements, failures to act, or breaches of duty, occurring up to
and including the Effective Date. Notwithstanding anything to
the contrary in this Settlement Agreement, neither Michael E.
Marcovsky, Merrick Scott Rayle, Crane Rayle & Lennemann nor any
members or partners thereof, or Michael E. Kassan, shall receive
any release whatsoever under this Settlement Agreement.
II. RECITALS
A. The parties hereto expressly agree that if they have
sustained or should sustain any injury, loss, or damage as a
result of any act of the parties released above, to date, or of
any act which they are not now aware, or if the loss or damage of
which they are now aware, has present or future consequences or
results of which they are not now aware, this Settlement
Agreement shall nevertheless constitute a full and final release
of any claims against the parties released above, and shall apply
to and include all such unknown or unsuspected consequences or
results. Each of the parties has read and has been fully advised
of the contents of Section 1542 of the California Civil Code,
which provides:
A general release does not extend to claims
which the creditor does not know or suspect
to exist in his favor at the time of
executing the release, which if known by him
must have materially effected his settlement
with the debtor.
Each of the parties expressly waives any and all rights and
benefits of this Section.
B. This Settlement Agreement and any proceedings taken
hereunder are not and shall not in any way be construed as or
deemed to be evidence or any admission or concession of
wrongdoing or liability on the part of any party, or their
counsel or any of them.
C. Any notice or other communications required or
permitted under this Settlement Agreement shall be in writing,
shall be delivered personally, telegraphed, telexed, or sent by
electronic facsimile transfer, or sent by certified, registered
or overnight mail or courier, postage pre-paid, and shall be
deemed given on the earlier of the day actually received or close
of business on the second business day next following the day
when deposited with an overnight courier or the close of business
on the fifth business day when deposited in the United States
mail, postage pre-paid, certified or registered, addressed as set
forth below:
If to Nostalgia: Daniel C. Holdgreiwe, Esq.
The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
With a copy to: Stephen D. Alexander, Esq.
Fried, Frank, Harris, Shriver & Jacobson
725 South Figueroa Street, Suite 3890
Los Angeles, CA 90017
If to Tiger: Tigrow Corp.
2121 Avenue of the Stars, 18th Floor
Los Angeles, CA 90067
With a copy to: Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
If to M/A Burgers: Mr. David Lee
M/A Burgers, Inc.
150 S. S. El Camino Drive
Beverly Hills, CA 90212
With a copy to: Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
D. Waiver of any term or condition of this Settlement
Agreement by any parties shall only be effected if in writing and
shall not be construed as a waiver of any subsequent breach or
failure of the same term or condition, or a waiver of any other
term of condition of this Settlement Agreement.
E. This Settlement Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective
successors. No person other than the parties and their
successors is intended to have any right under the Settlement
Agreement.
F. This Settlement Agreement shall be construed in
accordance with the laws of the State of California (without
regard to conflict of law principles). The parties hereby
consent to the exclusive jurisdiction of the federal and state
courts located in the Central District of California over all
disputes arising from the interpretation, performance of, and
compliance with this Agreement.
G. This Settlement Agreement contains the entire
understanding and agreement of the parties with respect to the
subject matter hereto and supersedes all prior and
contemporaneous agreements, negotiations, correspondence,
undertakings and communications of the parties or their
representatives, oral or written, respecting such subject matter.
No amendment, modification, or cancellation of any term or
condition of this Settlement Agreement shall be effected unless
executed in writing by the parties hereto.
H. Each party to this Settlement Agreement acknowledges
that it has been represented by independent legal counsel of its
own choice throughout all of the negotiations that have preceded
the execution of this Settlement Agreement, and that is has
executed this Settlement Agreement with the consent and upon the
advice of such independent legal counsel.
I. Each party hereto agrees to indemnify and hold harmless
the other, and its respective directors, officers and employees,
from and against any losses, claims, demands, damages, costs or
liabilities incurred by any of them arising out of or relating to
their performance or failure to perform under this Settlement
Agreement ("Liabilities"), except where such Liabilities have
resulted from a breach of the terms of this Settlement Agreement
by the party seeking indemnification (or any director, officer or
employee of such party).
J. Each of the parties hereto 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 parties hereto to
confirm or evidence or otherwise carry out the intent and
purposes of this Settlement Agreement. The parties hereto agree
to coordinate with one another on any public statements or
filings made regarding the transactions that are the subject of
this Settlement Agreement.
K. Each signatory to this Settlement Agreement
acknowledges that he or she has read this Settlement Agreement
and assents to all of the terms and conditions contained herein
without any reservation whatsoever and that he or she has had the
same explained to him or it by its own counsel, will have
answered any and all question which have been asked of him or her
with regard to the meaning of any of the provisions hereof.
L. Each signatory to this Settlement Agreement warrants
and represents that he or she is fully physically able and
mentally competent to execute this Settlement Agreement and has a
full and complete understanding of its terms.
M. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such
counterparts together shall be deemed an original of this
Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and
entered into by the Parties on the date first hereinabove
mentioned.
APPROVED AS TO FOR ON BEHALF OF TIGER COMMUNICATIONS, L.P.
Dated: March 21, 1996
Tiger Communications, Company, L.P.
By: /s/ BRIAN J. MCCARTHY
Brian J. McCarthy
By: /s/ TIGROW CORP.
Tigrow Corp., Its General Partner
APPROVED AS TO FOR ON BEHALF OF THE NOSTALGIA NETWORK, INC.
Dated: , 1996
The Nostalgia Network, Inc.
By: /s/ STEPHEN D. ALEXANDER
Stephen D. Alexander
By: /s/ DANIEL C. HOLDGREIWE
Daniel C. Holdgreiwe
APPROVED AS TO FORM ON BEHALF OF M/A BURGERS, INC.
Dated: , 1996
M/A Burgers, Inc.
By: /s/ BRIAN J. MCCARTHY
Brian J. McCarthy
