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. 46)
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 24, 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)
<PAGE>
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. 46 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 24, 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 24, 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 24, 1997 Promissory Note"). The November
24, 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 24, 1997. The
November 24, 1997 Promissory Note is secured under the terms of
the Communications Security Agreement.
The foregoing description of the November 24, 1997
Promissory Note is qualified in its entirety by the text of the
November 24, 1997 Promissory Note which is attached hereto as
Exhibit 46.1 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. 46.
Item 7. Items to be Filed as Exhibits
Exhibit Description
46.1 Promissory Note dated November 24, 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: December 4, 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
46.1 Promissory Note dated November 24, 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 24, 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 24, 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.
<PAGE>
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
<PAGE>
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:
<PAGE>
If to Maker: The Nostalgia Network, Inc.
650 Massachusetts Avenue, NW
Washington, D.C. 20001
Attn: President
If to Holder: Crown Communications Corporation
650 Massachusetts Avenue, NW
Washington, D.C. 20001
Attn: Nicholas Chiaia, Esquire
with a copy to: Tucker, Flyer & Lewis
1615 L Street, NW, 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.
<PAGE>
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 24th day of November, 1997.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ Illegible By: /s/ SQuire Rushnell
Secretary Name: SQuire D. Rushnell
Title: President & CEO
[CORPORATE SEAL]
