SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 37
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
December 18, 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 13,645,432 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0 shares
PERSON
WITH 9. Sole Dispositive Power
13,645,432 shares
10. Shared Dispositive Power
0 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 1,000,000 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 13,645,432 shares
PERSON
WITH 9. Sole Dispositive Power
1,000,000 shares
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
<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 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 14,645,432 shares
PERSON
WITH 9. Sole Dispositive Power
0 shares
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. 37 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 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented by adding to the
information under the caption Proposed Conversion the following:
By its terms the proposal to convert the $16.5 million
principal amount of outstanding loans to the Issuer into
convertible preferred stock of the Issuer set forth in the August
15th Conversion Letter and extended by the November 1st
Conversion Letter (the "Conversion Offer") expired on November
20, 1996.
On December 18, 1996, Concept delivered a letter to the 144
Committee responding to inquiries regarding the expiration of the
Conversion Offer (the "December 18th Conversion Letter").
Pursuant to the terms of the December 18th Conversion Letter,
Concept offered to extend the date for expiration and termination
of the Conversion Offer until January 31, 1997 conditioned upon
the receipt, by December 23, 1996, of a letter indicating the
measures which the Issuer is taking to review the Conversion
Offer.
On December 23, 1996, Concept received a letter from the 144
Committee discussing the mechanism which the Issuer is
undertaking to determine whether to accept the Conversion Offer
(the "December 23rd Issuer Letter"). Concept acknowledges this
letter as a fulfillment of the condition set forth in the
December 18th Conversion Letter and therefore, has extended the
Conversion Offer until January 31, 1997.
The foregoing descriptions of the December 18th Conversion
Letter and December 23rd Issuer Letter are qualified in their
entirety by the text of the December 18th Conversion Letter and
December 23rd Issuer Letter, which are attached hereto as
Exhibits 37.1 and 37.2 respectively and are incorporated herein
by reference.
Item 7. Items to be Filed as Exhibits
Exhibit Description
37.1 Letter, dated December 18, 1996, from Concept
Communications, Inc. to Dechert, Price & Rhoads
37.2 Letter, dated December 23, 1996 from the 144 Committee
of the Nostalgia Network, Inc. to Concept
Communications, 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: December 31, 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
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
37.1 Letter, dated December 18, 1996, from Concept
Communications, Inc. to Dechert, Price &
Rhoads
37.2 Letter, dated December 23, 1996 from the 144
Committee of the Nostalgia Network, Inc. to
Concept Communications, Inc.
Via Facsimile
December 18, 1996
Mr. T. Sonde
DECHERT PRICE & RHOADS
1500 K Street, NW
Washington, D.C. 20005-1208
Re: Concept Communications debt to equity conversion
Dear Mr. Sonde:
This responds to your December 10, 1996 letter which I finally
have a chance to address after being out of town.
Once again, it is disappointing to learn about the communication
problems. I have consistently directed all of Concept's letters
to the 144 Committee, including the November 1, 1996 letter, to
Messrs. Lash and Wussler, either by mail, fax, and/or hand
delivery. I did not send copies of all such letters to you as
the Committee never requested that I do so.
As for your suggestion that all future communications between
Concept and the 144 Committee be directed to you, I respectfully
suggest that you ask your client first and then you or they
should advise me accordingly.
Regarding your request for an extension of time to accept or
reject Concept's August 15, 1996 $0.77 conversion offer, it is
extended until January 31, 1997, conditioned upon Concept's
receipt of a letter from the 144 Committee, no later than
December 23, 1996, indicating the measures that Nostalgia is
taking between now and the January 31, 1997 expiration date to
substantively respond to the offer.
Very truly yours,
CONCEPT COMMUNICATIONS, INC.
/s/ Nicholas Chiaia
by: Nicholas Chiaia
cc: R. Wussler, W. Lash, A. Cirulnick, J. Carton
Robert W. Wussler
President & Chief Executive Officer
The Wussler Group
7904 Sandalfoot Drive
Potomac, Maryland 20854-5448
December 23, 1996
VIA FAX 202-408-8891
Mr. Nicholas Chiaia
Dear Nick:
Following up on our conversations of last Thursday and
earlier today, it is my understanding that we are all moving
forward.
The 144 Committee of Nostalgia's Board have been in touch
with its investment advisor Patricoff & Company, who in turn is
seeking additional information from both Nostalgia and Concept,
as indicated in their letter of December 16, 1996.
It is my further understanding that you have extended until
January 31st, the timeframe for Concept and the 144 Committee to
come to an agreement regarding Nostalgia.
I expect to be in the Washington area much of this week and
the next, and can be reached at my office phone (301-961-1540) or
my home phone (301-469-8444) in order that I may be contacted
directly. My fax numbers are: office (301-961-1560) home (301-
469-9591).
Sincerely,
/s/ Robert J. Wussler
Robert J. Wussler
cc: Ted Sonde, Fax 202-626-3334
Bill Lash, Fax 703-993-8088
Squire Rushnell, Fax 202-289-6632
John Carton, Fax 212-832-6946
