SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 30
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
February 26, 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. 30 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 $1,000,000 loan from Concept to the Issuer
on February 26, 1996, made pursuant to the Revised February 1996
Debt Extension Letter 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.
Item 4 is hereby amended and supplemented by appending to
the material under the caption "Certain Loans to the Issuer." the
following:
Certain Loans to the Issuer.
The Revised February 1996 Debt Extension Letter, which
proposed that Concept loan the Issuer $1,000,000 and extend the
maturity date of $11,000,000 in outstanding loans to October 1,
1996, in exchange for the Issuer's agreement that the Security
Agreement be amended to collateralize all outstanding promissory
notes and all other obligations of the Issuer owing to Concept,
and that interest on all outstanding loans would accrue from
February 1, 1996 in the manner described in the Revised February
1996 Debt Extension Letter, was executed without change.
Attached to the Revised February 1996 Debt Extension Letter
and included as a part of Exhibit 29.2 is a proposed promissory
note to be issued by the Issuer in favor of Concept in the amount
of $1,000,000 payable on October 1, 1996 (hereinafter the
"February 1996 Promissory Note"). The February 1996 Promissory
Note was executed on the date of its delivery without change.
Upon execution of the February 1996 Promissory Note, Concept
loaned to the Issuer the $1,000,000 evidenced by the February
1996 Promissory Note. The executed February 1996 Promissory Note
is attached hereto as Exhibit 30.0, is incorporated herein by
reference, and all descriptions, characterizations or summaries
of the provisions thereof contained in this Schedule 13D are
qualified in their entirety by reference to such exhibit.
On March 25, 1996, a letter (dated March 21, 1996) was
delivered by Concept to Ambassador Phillip Sanchez, Chairman of
the Issuer's Board of Directors, containing an offer by Concept
to provide certain additional funding to the Issuer subject to
the Issuer's agreement to certain terms contained in such letter
(the "March 25, 1996, Letter"). Subsequent to the delivery of
the March 25, 1996 Letter to the Issuer, Concept notified the
Issuer of the withdrawal of its offer contained in the March 25,
1996 Letter. Concept and representatives of the Issuer continue
to have discussions regarding the terms and conditions upon which
Concept may agree to provide funding to meet the Issuer's cash
needs for the remainder of 1996. The March 25, 1996 Letter is
attached hereto as Exhibit 30.1, it is incorporated herein by
reference, and all descriptions, characterizations or summaries
of the provisions thereof contained in this Schedule 13D are
qualified in their entirety by reference to such exhibit.
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 in this Amendment
No. 30.
Item 7. Items to be Filed as Exhibits
Exhibit Description Page
30.0 Copy of Promissory Note dated February
26, 1996, made by The Nostalgia Network,
Inc. to Concept Communications, Inc. in
the principal amount of $1,000,000.
30.1 Copy of letter dated March 21, 1996,
from Concept Communications, Inc. to
Ambassador Phillip Sanchez.
<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 5, 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
Exhibit Description Page
30.0 Copy of Promissory Note dated February
26, 1996, made by The Nostalgia Network,
Inc. to Concept Communications, Inc. in
the principal amount of $1,000,000.
30.1 Copy of letter dated March 21, 1996,
from Concept Communications, Inc. to
Ambassador Phillip Sanchez.
PROMISSORY NOTE
$1,000,000
Washington, D.C.
Maturity Date: October 1, 1996
February 26, 1996
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK,
INC., a Delaware Corporation ("Maker"), hereby promises to pay to
the order of CONCEPT COMMUNICATIONS, INC., a Delaware
corporation, or any subsequent holder or holders ("Holder") of
this Promissory Note (this "Note"), at 650 Massachusetts Avenue,
N.W., Washington, D.C., 20001, or at such other place as Holder
may from time to time designate in writing, the principal sum of
One Million Dollars ($1,000,000), together with all accrued
interest on such outstanding balance, in accordance with the
terms and provisions of this Note.
1. Purpose
The purpose of this loan, as well as that of five previous
loans made by Holder to Maker dating back to December 1994
(collectively the "Bridge Loans"), totalling $12,000,000, is to
provide a bridge until Maker is able to negotiate an equity
investment with Holder or another party or parties of not less
than the principal amount of each of these loans. However, the
forgoing sentence notwithstanding, it is understood that this
promissory note and all other promissory notes issued by Maker in
conjunction with any of the Bridge Loans (the "Bridge Loan
Notes") represent Maker's unconditional and outstanding debt. In
the event and at the time that Maker and Holder reach agreement
on the terms of an equity investment by Holder in Maker involving
the equity conversion of the principal amount of the Bridge Loans
Notes, the following will occur: (i) the principal amount of the
Bridge Loans Notes, but not including all interest accrued
thereon, shall cease to reflect the outstanding debt of Maker and
shall become Holder's equity investment in Maker, (ii) Maker
shall issue in favor of Holder a new promissory note in principal
amount equal to all the then outstanding accrued interest on the
Bridge Loan Notes, such promissory note to be payable one year
thereafter at an interest rate equal to the then published
interest rate accruing on six-month United States treasury bills,
and (iii) the Bridge Loan Notes shall be cancelled. However,
unless and until Maker and Holder reach agreement on the terms of
such equity investment, the principal amount of the Bridge Loan
Notes and all accrued interest thereon shall remain the
unconditional and outstanding debt of Maker until repaid in full.
2. Principal and Interest.
Interest shall accrue on the outstanding principal balance
of this Note from February 26, 1996, at the rate of four and
eighty-nine hundredths percent (4.89%) per annum, and the
principal balance together with all interest accrued thereon,
shall be payable on October
1, 1996 (the "Maturity Date"). In the event that the principal
balance and all accrued interest is not paid on or before the
Maturity Date, interest shall accrue thereafter on all unpaid
amounts at a rate increased by two percentage points, or six and
eighty-nine hundredths percent (6.89%) per annum.
3. Payments.
All payments by Maker hereunder shall be applied (i) first
to the interest due and unpaid under this Note, and
(ii) thereafter, to any principal owing under this Note.
4. Prepayment.
Maker shall have the right to prepay, in part or in full,
without penalty, this Note (together with all accrued interest to
the date of prepayment on the amount of principal thus prepaid)
at any time or times. Should the above-mentioned equity
investment occur prior to the Maturity Date, Maker shall be
required to prepay all amounts owed hereunder.
5. Security.
This note is secured by a security interest in collateral
described in a certain security agreement between Payee and Maker
dated January 4, 1996 (the "Security Agreement") as modified by a
letter agreement between Payee and Maker of even date herewith
(otherwise referred to as the "Loan and Debt Extension
Agreement"). The rights and obligations of the parties with
respect to the above-mentioned collateral are stated in the
Security Agreement as modified by the Loan and Debt Extension
Agreement.
6. Waiver Regarding Notice.
Maker waives presentment, demand and presentation for
payment, protest and notice of protest, and, except as otherwise
specifically provided herein, any other notices of whatever kind
or nature, bringing of suit and diligence in taking any action to
collect any sums owing hereunder. From time to time, without in
any way affecting the obligation of Maker to pay the outstanding
principal balance of this Note and any interest accrued thereon
and fully to observe and perform the covenants and obligations of
Maker under this Note, without giving notice to, or obtaining the
consent of, Maker, and without any liability whatsoever on the
part of Holder, Holder may, at its option, extend the time for
payment of interest hereon and/or principal of this Note, reduce
the payments hereunder, release anyone liable on this Note or
accept a renewal of this Note, join in any extension or
subordination, or exercise any right or election hereunder. No
one or more of such actions shall constitute a novation or
operate to release any party liable for or under this Note,
either as Maker or otherwise.
7. Events of Default.
Each of the following shall constitute an "Event of Default"
hereunder:
a. Maker's failure to make any required payment of
principal and/or interest under this Note, or any other amount
due and payable under this Note on or before the date on which
such payment is due under this Note;
b. Maker's failure to make any required payment when
due of any other amounts owed by Maker to Holder; and
c. Maker's insolvency, general assignment for the
benefit of creditors, or the commencement by or against Maker of
any case, proceeding, or other action seeking reorganization,
arrangement, adjustment, liquidation, dissolution, or composition
of Maker's debts under any law relating to bankruptcy,
insolvency, or reorganization, or relief of debtors, or seeking
appointment of a receiver, trustee, custodian, or other similar
official for Maker or for all or any substantial part of Maker's
assets.
8. Acceleration.
Upon the occurrence of an Event of Default, Holder shall
have the right to cause the entire unpaid principal balance,
together with all accrued interest thereon, reasonable attorneys'
and paralegals' fees and all fees, charges, costs and expenses,
if any, owed by Maker to Holder, to become immediately due and
payable in full by giving written notice to Maker.
9. Remedies.
Upon the occurrence of an Event of Default, Holder may avail
itself of any legal or equitable rights which Holder may have at
law or in equity or under this Note, including, but not limited
to, the right to accelerate the indebtedness due under this Note
as described in the preceding sentence. The remedies of Holder
as provided herein shall be distinct and cumulative, and may be
pursued singly, successively or together, at the sole discretion
of Holder, and may be exercised as often as occasion therefor
shall arise. Failure to exercise any of the foregoing options
upon the occurrence of an Event of Default shall not constitute a
waiver of the right to exercise the same or any other option at
any subsequent time in respect to the same or any other Event of
Default, and no single or partial exercise of any right or remedy
shall preclude other or further exercise of the same or any other
right or remedy. Holder shall have no duty to exercise any or
all of the rights and remedies herein provided or contemplated.
The acceptance by Holder of any payment hereunder that is less
than payment in full of all amounts due and payable at the time
of such payment shall not constitute a waiver of the right to
exercise any of the foregoing rights or remedies at that time, or
nullify any prior exercise of any such rights or remedies without
the express written consent of Holder.
10. Expenses of Collection.
If this Note is referred to an attorney for collection,
whether or not suit has been filed or any other action instituted
or taken to enforce or collect under this Note, Maker shall pay
all of Holder's costs, fees (including reasonable attorneys' and
paralegals' fees) and expenses in connection with such referral.
11. Governing Law.
The provisions of this Note shall be governed and construed
according to the law of the District of Columbia, without giving
effect to its conflicts of laws provisions.
12. No Waiver.
Neither any course of dealing by Holder nor any failure or
delay on its part to exercise any right, power or privilege
hereunder shall operate as a waiver of any right or remedy of
Holder hereunder unless said waiver is in writing and signed by
Holder, and then only to the extent specifically set forth in
said writing. A waiver as to one event shall not be construed as
a continuing waiver by Holder or as a bar to or waiver of any
right or remedy by Holder as to any subsequent event.
13. Notices.
a. All notices hereunder shall be in writing and shall
either be hand delivered, with receipt therefor, or sent by
Federal Express or similar courier, with receipt therefor, or by
certified or registered mail, postage prepaid, return receipt
requested, as follows:
If to Maker: The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: President
If to Holder: Concept Communications, Inc.
650 Massachusetts Avenue, N.W., Second Floor
Washington, D.C. 20001
Notices shall be effective when received; provided, however, that
if any notice sent by courier or by certified or registered mail
is returned as undeliverable, such notice shall be deemed
effective when mailed or given to such courier.
b. Either of the foregoing persons may change the
address to which notices are to be delivered to it hereunder by
giving written notice to the others as provided in this Paragraph
13.
14. Severability.
In the event that any one or more of the provisions of this
Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Note, and this Note shall be construed as if such invalid,
illegal or unenforceable provision had never been contained
herein.
15. Limitations of Applicable Law.
In the event the operation of any provision of this Note
results in an effective rate of interest transcending the limit
of the usury or any other law applicable to the loan evidenced
hereby, all sums in excess of those lawfully collectible as
interest for the period in question shall, without further
agreement or notice by any party to this Note, be applied to the
unpaid principal balance of this Note immediately upon receipt of
such monies by Holder, with the same force and effect as though
Maker had specifically designated such extra sums to be so
applied to the unpaid principal balance and Holder had agreed to
accept such extra payment(s) as a prepayment.
16. Captions.
The captions herein are for convenience of reference only
and in no way define or limit the scope or content of this Note
or in any way affect its provisions.
17. Debtor-Creditor Relationship.
Holder shall in no event be construed for any purpose to be
a partner, joint venturer or associate of Maker, it being the
sole intention of the parties to establish a relationship of
debtor and creditor.
18. Time of the Essence.
It is expressly agreed that time is of the essence in the
performance of the obligations set forth in this Note.
IN WITNESS WHEREOF, Maker has executed this Promissory Note
on this twenty-sixth day of February, 1996, pursuant to due
authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ DANIEL C. HOLDGREIWE By:/s/ JACK HEIM
Daniel C. Holdgreiwe Jack Heim
Secretary President
Concept Communications, Inc.
650 Massachusetts Avenue, N.W., Washington, D.C., 20001-3744
(202) 789-2124 Fax: (202) 408-8891
March 21, 1996
Ambassador Phillip Sanchez
Chairman of the Board
Nostalgia Television Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Dear Ambassador Sanchez,
Thank you for your letter of March 19, 1996. Concept
understands Nostalgia's desire to avoid a 'going concern' opinion
in its public filings.
Concept wishes for Nostalgia to be a first rate cable
network, and strongly encourages the board and management to
accomplish Nostalgia's stated goals in 1996. These include,
increasing carriage, continuing to define Nostalgia's unique
identity with the viewing public, and raising revenues from
advertisers. Nostalgia's proposed plan for 1996 and beyond is
still being reviewed by Concept and reservations on significant
budget items remain. However, Concept recognizes that Nostalgia
needs a certain minimum of funding to move forward.
In this spirit, Concept is committing to provide to
Nostalgia, either through debt or equity financing, at least
$6,000,000 (inclusive of $1,000,000 already loaned to Nostalgia
on February 27, 1996) in time for Nostalgia's 10K filings.
Should such financing be in the form of debt, such debt
shall not be callable prior to February 1, 1997. Existing
outstanding Nostalgia debt owed to Concept, if not converted to
equity, shall also not be callable prior to February 1, 1997.
Concept's commitment to provide such financial support shall
cease if, prior to December 31, 1996, as a result of issuances of
its securities by Nostalgia, Concept shall no longer possess a
majority of the equity or voting power of Nostalgia.
By accepting this Concept funding as described in this
letter, Nostalgia agrees that should Concept convert any of its
loans to Nostalgia into equity, the interest accrued on Concept's
loans will remain payable currently, notwithstanding anything to
the contrary in any prior note or agreement between the parties.
Very truly yours,
/s/ DONG MOON JOO / WS
Dong Moon Joo, President
