SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 39
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 14, 1997
(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. 39 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 thereto:
The funds for the $500,000 which Communications loaned to
the Issuer on February 14, 1997 were 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 have been obtained by Atlantic Video as
proceeds from 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 adding to the
information under the caption "Certain Loans to the Issuer" the
following:
On February 14, 1997, pursuant to the April 1996 Letter
Agreement, Communications loaned the Issuer $500,000, and the
Issuer delivered to Communications a promissory note in like
amount (the "February 1997 Promissory Note"). The February 1997
Promissory Note is payable on February 13, 1998, together with
interest, at an annual rate equal to the Prime Rate, as published
in the Wall Street Journal on February 13, 1997. The February
Promissory Note is secured by a security interest in the
collateral described in, and upon the same terms as set forth in,
the Security Agreement.
The foregoing description of the February 1997 Promissory
Note is qualified in its entirety by the text of the February
1997 Promissory Note, which is attached hereto as Exhibit 39.1
and is incorporated herein by reference.
Item 4 is hereby further amended and supplemented by adding
to the information under the caption "Proposed Conversion" the
following:
As previously reported, the Conversion Offer expired,
pursuant to its terms, on January 31, 1997. Notwithstanding such
expiration, Concept and the Issuer continue negotiations in an
attempt to reach mutually acceptable terms of such a conversion.
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. 39.
Item 7. Items to be Filed as Exhibits
Exhibit Description
39.1 Promissory Note dated February 14, 1997 made by The
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $500,000.
<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: February 27, 1997
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
39.1 Promissory Note dated February 14, 1997 made by The
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $500,000.
PROMISSORY NOTE
500,000 Washington, D.C.
Maturity Date: February 13, 1998 Date: February 14, 1997
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK,
INC., a Delaware Corporation ("Maker"), hereby promises to pay to
the order of CROWN COMMUNICATIONS CORPORATION, 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
Five Hundred Thousand Dollars ($500,000), together with all
accrued interest on such outstanding balance, in accordance with
the terms and provisions of this Note.
1. Principal and Interest.
Interest shall accrue on the outstanding principal balance
of this Note from February 14, 1997, at a rate per annum equal to
the Prime Rate, as published in the Wall Street Journal on
February 13, 1997 ("Prime"), and the principal balance together
with any and all interest accrued thereon, shall be payable on
February, 1, 1998 (the "Maturity Date").
2. 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. Interest
shall be paid monthly beginning thirty days after Maker receives
the loan proceeds, and every month thereafter, for so long as the
Principal is outstanding.
3. 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.
4. Security.
This note is secured by a security interest in collateral
described in the January 4, 1996 security agreement between
Concept Communications, Inc. ("Concept") and Maker as
subsequently amended by the February 26, 1996 letter agreement
between Concept and Maker (the "Security Agreement"). The rights
and obligations of the parties hereto with respect to the
above-mentioned collateral shall be according to the terms stated
in the Security Agreement, excepting that, in lieu of the rights
and obligations pertaining to Concept, with respect to this Note,
said rights and obligations shall be held by Holder.
5. 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.
6. 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.
7. 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.
8. 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.
9. Expenses of Collection.
If this Note is referred to an attorney for collection,
whether or not arbitration has been initiated 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.
10. 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.
11. 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.
12. 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: Crown Communications Corp.
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
12.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. Binding Arbitration Arbitration shall be the exclusive
procedure for resolving any dispute between the parties and shall
be conducted in accordance with the rules of the American
Arbitration Association, including the procedures for selecting
an arbitrator and for engaging in discovery. The arbitrator
shall be authorized to determine the party responsible for
payment of attorneys' fees and costs; and he/she shall have the
authority only to enforce the legal and contractual rights of the
parties arising hereunder and shall not add to, modify,
disregard, or refuse to enforce any contractual rights.
IN WITNESS WHEREOF, Maker has executed this Promissory Note on
this 14th day of February 1997, pursuant to due authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
By: /s/ Martin A. Gallogly By: /s/ SQuire Rushnell
Name: Martin A. Gallogly Name: SQuire Rushnell
Title: Vice President Title: President & CEO
