SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 45)
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. 20036-5612
(202) 452-8600
November 7, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 13 Pages)
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CUSIP No. 669 752107 Page 2 of 13 Pages
13D
1. Names of Reporting Persons
Identification No. of Above Persons (Entities only)
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 Page 3 of 13 Pages
13D
1. Names of Reporting Persons
Identification No. of Above Persons (Entities only)
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 Page 4 of 13 Pages
13D
1. Names of Reporting Persons
Identification No. of Above Persons (Entities only)
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>
5
This Amendment No. 45 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 $2,000,000 Communications loaned to the
Issuer on November 7, 1997 (as further discussed in Item 4 below)
were obtained by Communications from Atlantic Video.
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. Proceeds 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:
On November 7, 1997, pursuant to the March 1997 Seidman
Letter, Communications loaned to the Issuer $2,000,000, and the
Issuer delivered to Communications a promissory note in like
amount (the "November 7, 1997 Promissory Note"). The November 7,
1997 Promissory Note is payable on February 1, 1998, together
with interest, at an annual rate equal to the Prime Rate, as
published in The Wall Street Journal on November 7, 1997. The
November 7, 1997 Promissory Note is secured under the terms of
the Communications Security Agreement.
The foregoing description of the November 7, 1997 Promissory
Note is qualified in its entirety by the text of the November 7,
1997 Promissory Note which is attached hereto as Exhibit 45.1 and
is incorporated herein by reference.
<PAGE>
6
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. 45.
Item 7. Items to be Filed as Exhibits
Exhibit Description
45.1 Promissory Note dated November 7, 1997 made
by The Nostalgia Network, Inc. to Crown
Communications Corporation in the principal
amount of $2,000,000
<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: November 17, 1997
CONCEPT COMMUNICATIONS, INC.
/s/ Nicholas Chiaia
By: Nicholas Chiaia, Secretary
CROWN COMMUNICATIONS CORPORATION
/s/ Nicholas Chiaia
By: Nicholas Chiaia, Secretary
CROWN CAPITAL CORPORATION
/s/ Nicholas Chiaia
By: Nicholas Chiaia, Secretary
<PAGE>
8
EXHIBIT INDEX
Exhibit Description Page
45.1 Promissory Note dated November 7, 1997 made 9
by The Nostalgia Network, Inc. to Crown
Communications Corporation in the principal
amount of $2,000,000
PROMISSORY NOTE
$2,000,000.00 Washington, D.C.
Maturity Date: February 1, 1998 November 7, 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 two
million dollars ($2,000,000.00), together with all accrued interest on such
outstanding balance, in accordance with the terms and provisions of this Note.
1. Interest; Payments. Interest shall accrue on the unpaid principal
balance of this Note from and after the date of this Note at a per annum rate
equal to the Prime Rate as published in the Wall Street Journal on November 7,
1997, compounded monthly. The principal balance, together with all remaining
unpaid interest accrued thereon shall be due and payable on February 1, 1998
(the "Maturity Date").
2. Payments. All payments by Maker hereunder shall be applied (i)
first to any collection costs pursuant to Paragraph 8 hereof, (ii) second to
the interest due and unpaid under this Note, and (iii) thereafter, to any
principal owing under this Note.
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. 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.
5. 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, which failure continues for a period of ten (10) days after written
notice of such failure is sent by Holder to Maker;
(b) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Holder dated as of March 21, 1997,
as amended (the "Security Agreement);
(c) The occurrence of an event of default under that certain
promissory note dated as of the date hereof by Maker payable to Concept
Communications, Inc., a Delaware corporation ("Concept");
(d) The occurrence of an event of default under those certain
Security Agreements by and between Maker and Concept and Crown dated as of
March 21, 1997;
(e) Maker's failure to perform any other obligation (other than
one that can be satisfied with the payment of money) required under this Note,
and the continuation of such failure for a period of ten (10) days after
Holder gives Maker written notice of such failure to perform; and
(f) 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.
6. 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.
7. 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.
8. 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 in-house and outside counsels'
reasonable attorneys' and paralegals' fees) and expenses in connection with
such referral.
9. 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.
10. Security. Payment of the indebtedness evidenced by this Note is
secured by certain assets of Maker pledged to Holder pursuant to the Security
Agreement.
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 Corporation
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: Nicholas Chiaia, Esquire
with a copy to: Tucker, Flyer & Lewis
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Attn: Arthur E. Cirulnick, Esquire
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) Any 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(b).
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 ("AAA"),
including the procedures for selecting an arbitrator and for engaging in
discovery. However, provisional equitable relief may be brought in a court of
competent jurisdiction. Any dispute to be arbitrated as provided hereunder
shall be referred to a sole arbitrator selected by the President of AAA with
experience and expertise in the subject matter of this Agreement. Should any
party hereunder not agree to accept as sole arbitrator the person selected by
the President of AAA, then the case shall be referred to a panel of three (3)
arbitrators whereby each party shall appoint one arbitrator and the two so
appointed shall mutually agree upon the third arbitrator. The decision of the
arbitrator(s) shall be final and may be enforceable in any court of competent
jurisdiction. 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 under seal on
this day of November, 1997.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ Illegible By: /s/ SQuire Rushnell
Secretary Name: SQuire Rushnell
Title: President & CEO
[CORPORATE SEAL]
