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. 54)
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
September 3, 1998
(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 14 Pages)
<PAGE>
CUSIP No. 669 752107 Page 2 of 14 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 13,430,427 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0 shares
PERSON
WITH 9. Sole Dispositive Power
13,430,427 shares
10. Shared Dispositive Power
0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,430,427 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.3%
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 669 752107 Page 3 of 14 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 13,430,427 shares
PERSON
WITH 9. Sole Dispositive Power
1,000,000 shares
10. Shared Dispositive Power
13,430,427 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,430,427 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.3%
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 669 752107 Page 4 of 14 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 14,430,427 shares
PERSON
WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
14,430,427 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,430,427 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.3%
14. Type of Reporting Person
CO
<PAGE>
This Amendment No. 54 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 $1,000,000 Communications loaned to the Issuer on
September 3, 1998, the funds for the $1,000,000 Communications loaned to the
Issuer on September 24, 1998, the funds for the $500,000 Communications loaned
to the Issuer on October 6, 1998, the funds for the $1,000,000 Communications
loaned to the Issuer on October 16, 1998, the funds for the $600,000
Communications loaned to the Issuer on October 30, 1998, the $1,000,000
Communications loaned to the Issuer on November 18, 1998, and the $900,000
Communications loaned to the Issuer on December 17, 1998 (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. Purpose of Transaction.
Item 4 is hereby amended and supplemented by appending to the material
immediately prior to the caption "Certain Loans to the Issuer" the following:
On December 15, 1998, Crown engaged Daniels & Associates, L.P.
("Daniels") as the exclusive representative of Crown for the purpose of
assisting Crown in its efforts to identify a strategic partner or a strategic
alliance with respect to its loans to and equity investments in the Issuer.
Daniels will assist Crown to analyze, identify and recommend structures for
potential strategic alliances and propose prospective valuations for Crown's
investment in the Issuer. Daniels' involvement will include eliciting interest
from prospective partners and assisting Crown in assessing the various proposals
and offers with respect to its investment in the Issuer.
The foregoing description of Crown's engagement of Daniels is qualified
in its entirety by the text of the engagement letter dated December 14, 1998
from Daniels to Crown, and acknowledged and accepted by Crown on December 15,
1998 which is attached hereto as Exhibit 54.1 and is incorporated herein by
reference.
<PAGE>
Item 4 is hereby amended and supplemented by appending to the material
under the caption "Certain Loans to the Issuer" the following:
On September 3, 1998, pursuant to the Communications March 1998 Seidman
Letter and subject to the terms and conditions of the April 1, 1998 Promissory
Note, Communications loaned to the Issuer $1,0000,000.
On September 24, 1998, pursuant to the Communications March 1998
Seidman Letter and subject to the terms and conditions of the April 1, 1998
Promissory Note, Communications loaned to the Issuer $1,0000,000.
On October 6, 1998, pursuant to the Communications March 1998 Seidman
Letter and subject to the terms and conditions of the April 1, 1998 Promissory
Note, Communications loaned to the Issuer $500,000.
On October 16, 1998, pursuant to the Communications March 1998 Seidman
Letter and subject to the terms and conditions of the April 1, 1998 Promissory
Note, Communications loaned to the Issuer $1,0000,000.
On October 30, 1998, pursuant to the Communications March 1998 Seidman
Letter and subject to the terms and conditions of the April 1, 1998 Promissory
Note, Communications loaned to the Issuer $600,000.
On November 18, 1998, pursuant to the Communications March 1998 Seidman
Letter and subject to the terms and conditions of the April 1, 1998 Promissory
Note, Communications loaned to the Issuer $1,0000,000.
On December 17, 1998, pursuant to the Communications March 1998 Seidman
Letter and subject to the terms and conditions of the April 1, 1998 Promissory
Note, Communications loaned to the Issuer $900,000.
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. 54.
Item 7. Items to be Filed as Exhibits
Exhibit Description
54.1 Letter dated December 14, 1998 from Daniels & Associates, L.P. to
Crown Communications Corporation, acknowledged and accepted by
Crown Communication Corporation on December 15, 1998.
<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 22, 1998
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>
Exhibit Index
Exhibit Description Page
54.1 Letter dated December 14, 1998 from Daniels & Associates, 9
L.P. to Crown Communications Corporation, acknowledged
and accepted by Crown Communication Corporation on
December 15, 1998.
[Daniels & Associates letterhead]
December 14, 1998
Mr. Nicholas J. Chiaia
General Counsel and Secretary
Crown Communications Corporation
650 Massachusetts Avenue, NW
Washington, DC 20001
Dear Mr. Chiaia:
We are pleased to set forth the terms of the engagement of Daniels & Associates,
L.P. ("Daniels") by Crown Communications Corporation (hereinafter referred to as
the "Client") as the exclusive representative of the Client for the purpose of
assisting the Client in its efforts to identify a strategic partner and/or
partners including, but not limited to, one or more cable television MSOs and
concluding a strategic alliance (the "Transaction"). It is anticipated that such
an alliance could involve, for example, an exchange of carriage on an MSO's
subscriber base or receipt of its programming, for certain equity interests, in
The Nostalgia Network, Inc. d.b.a. Good Life TV Network (hereinafter referred to
as "GL"). In addition to, or in lieu of, other consideration. The Client may
also consider a sale of a minority or majority interest in its equity holdings
in GL or vote its shares in order to facilitate the sale of some or all of GL's
assets, all of which shall be treated as a Transaction for purposes of Section
4. The terms of Daniels' engagement by the Client shall be as follows:
1. ENGAGEMENT OF DANIELS. The Client hereby engages Daniels to act as the
Client's exclusive representative for the purpose of identifying and
seeking out prospective strategic partners for the Transaction. Approval of
amounts and terms of any proposed Transaction shall be at the sole
discretion of the Client. Daniels will have no power or authority to act
for the Client except as expressly set forth herein.
2. SERVICES OF DANIELS. In connection with Daniels' services on the Client's
behalf, Daniels will (a) assist and work with and on the behalf of Client
to analyze, identify and recommend structures for potential strategic
alliances, including appropriate valuations for Client of GL, (b) elicit
interest from prospective partners, (c) submit to the Client any reasonable
proposals Daniels receives, (d) if requested by the Client, advise the
Client as to various aspects of any proposed Transaction, including but not
limited to alternative means of structuring an alliance, and the pros or
cons of a particular prospective strategic partner with respect to the
Client's preferences; (e) provide an appropriate Fairness Opinion with
respect to any such proposed or recommended Transaction; (f) in
consultation with Client, prepare and distribute an informational brochure
(the "Brochure"), including an Executive Summary, describing such things as
the Client's assets, operations, management, financial condition,
projections and other information, including the proposed Transaction. The
Brochure shall be approved by Client,
<PAGE>
Crown Communications Corporation
December 14, 1998
Page 2
on a timely basis, prior to its distribution to prospective strategic
partners; and (g) advise Client as to the requisite amount of deficit
funding to GL in order to position GL for a partnership and/or sale.
Daniels shall provide to Client a bi-weekly written report of its efforts
and activities.
3. TERM. The term of this engagement shall begin. on the date this Agreement
is executed by Client and continue for an initial period of 180 days, and
for successive 60 day periods thereafter unless canceled by either party by
written notice to the other at least 15 days prior to the beginning of any
renewal period (the "Term") provided however, that no such cancellation
shall occur in a renewal period if "meaningful" discussions with a
potential strategic alliance partner have been entered into and are
on-going in that period. Crown's obligation to pay any compensation to
Daniels hereunder or to reimburse Daniels' expenses, and the
indemnification and arbitration provisions herein shall survive any
termination of this Agreement. However, in cases where Daniels offers
opportunities that provide indirect benefit and no direct consideration to
the Client, then such opportunities may, at the Client's discretion, be
presented to GL for its separate and independent consideration, and at GL's
expense. Daniels understands and agrees that time is of the essence.
4. COMPENSATION/REIMBURSEMENT OF EXPENSES. As part of this engagement, Daniels
will provide the Client with on-going advisory and consultation services
regarding the prospects for creating an alliance or partnership with one or
more strategic partners or for realizing enterprise value through other
possible forms of transactions. The Client hereby commits to pay to Daniels
a monthly fee of $50,000 on the first day of each month beginning December
1, 1998, (the "Retainer"), up to a maximum amount of $250,000.
In addition, upon consummation of a Transaction that provides direct
benefit and consideration to the Client, and involves an exchange and/or
sale of a non-controlling (less than or equal to a 50%) ownership interest
in GL, whether such Transaction involves existing outstanding shares or
shares to be newly issued, to one or more strategic partners, the Client
shall pay to Daniels an amount in cash equal to 3.0% of the gross value of
the ownership interests exchanged and/or sold as pan of the Transaction
(the "Equity Commitment"). Upon consummation of a Transaction that provides
direct benefit and consideration to the Client, and which involves a sale
and/or exchange of a controlling (greater than 50%) interest in GL to one
or more strategic partners, whether as a sale or combination of equity or a
sale of GL's assets, the Client shall pay to Daniels an amount in cash
equal to 1.5 % of the Gross Sale Price (as defined below).
If any portion of an Equity Commitment or Gross Sale Price is deferred or
contingent upon the Client's meeting future earnings, operations, cash flow
or other benchmarks, any such deferred or contingent amounts shall also be
included as part of the Equity Commitment or Gross Sale Price amount for
purposes of calculating the compensation owed by the Client to Daniels
hereunder. In the event that any deferred or contingent payments shall be
due to Client under any Transaction, both Client and Daniels agree to
instruct such partners or purchasers to remit
<PAGE>
Crown Communications Corporation
December 14, 1998
Page 3
the Daniels' compensation applicable to such payments directly to Daniels
at the time such payments are to be made to Client.
"Gross Sale Price" and "Equity Commitment" mean all consideration received
or receivable by, or payable to or on behalf of, the Client as a result of
any Transaction, including without limitation, cash, promissory notes,
deferred or contingent payments, or other obligations to pay, and the fair
market value of stock, other securities and all other property or things of
value received or receivable in connection with the Transaction. These
terms also include amounts equal to existing debt, liabilities,
encumbrances and other obligations assumed, or guaranteed, by a purchaser.
They do not include the forgiveness and/or cancellation of outstanding debt
received or receivable in connection with the Transaction.
Daniels shall be entitled to compensation as described above for any
Transaction which is (i) consummated during the Term, (ii) agreed upon
during the Term and consummated thereafter, or (iii) agreed upon during the
one-year period following the Term and consummated thereafter if, (a)
during the Term, discussions or negotiations leading to such Transaction
commenced, or (b) during the Term, a party with whom such Transaction is
entered into was referred to the Client by Daniels as a prospective
partner, or (c) during the Term, such Transaction was arranged for or
obtained directly by the Client or by or through another agent or
representative of the Client in contradiction of the exclusivity provisions
of this Agreement.
The Client agrees to notify Daniels of any closing with sufficient advance
notice so that a representative of Daniels may attend if desired. Payment
of Daniels' compensation by wire transfer as part of the authorized
disbursements at the first closing shall be a specific requirement of the
agreement relating to any Transaction. Daniels is hereby authorized to
provide wire transfer instructions to the appropriate parties to facilitate
the payment of its compensation.
In addition to the compensation referred to above, the Client agrees to
promptly reimburse Daniels, upon request from time to time, for all
reasonable out-of-pocket expenses incurred by Daniels, as supported by
appropriate receipts and/or documentation, in connection with the services
rendered by Daniels pursuant to this Agreement. However, all out-of-pocket
expenses, beyond an initial threshold of $5,000, singularly in excess of
$1,000 must be pre-approved by Client.
5. AVAILABILITY AND ACCURACY OF INFORMATION. In connection with Daniels'
activities on the Client's behalf, the Client agrees to furnish Daniels
with necessary information and data concerning the Client and any proposed
Transaction (the "Information"), and to provide Daniels with reasonable
access to the Client's partners, officers, directors, employees,
independent accountants and legal counsel. The Client represents and
warrants that all information made available to Daniels by the Client or
contained in any Brochure, at all times during the period of engagement of
Daniels hereunder, will, to the best of Client's knowledge, be complete and
<PAGE>
Crown Communications Corporation
December 14, 1998
Page 4
accurate in all material respects and will not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to
make the statements therein not misleading in light of the circumstances
under which such statements are made. The Client further represents and
warrants that, to the best of Client's knowledge, any projections provided
by them to Daniels or contained in the Brochure will have been prepared in
good faith and will be based upon assumptions which, in light of the
circumstances under which they are made, are reasonable.
The Client acknowledges and agrees that Daniels, in rendering its services
hereunder, including without limitation assisting the Client's management
in the preparation of any Brochure, will be using and relying on the
Information without independent verification thereof or independent
appraisal of the assets, operations, financial condition or equity
ownership interests of the Client or of any prospective partner.
Furthermore, in evaluating prospective partners, Daniels will be relying on
information contained in public reports or furnished to Daniels by such
prospective partners. Daniels does not assume any responsibility for the
completeness or accuracy of the Information or any other information
regarding the Client or any Transaction. Any advice rendered by Daniels
pursuant to this Agreement may not be disclosed publicly without Daniels'
prior written consent. Notwithstanding the foregoing, Daniels shall
exercise due diligence and professional care in forming its professional
opinions with respect to its advice, promotional materials, and any
valuation it prepares or assists the Client in preparing.
The Client agrees to indemnify and hold harmless Daniels, and Daniels'
employees and affiliates, against any and all losses, claims, damages,
liabilities and expenses of defense of any claim or action, directly or
indirectly, relating to or arising out of or in connection with any breach
of this Agreement; provided, however, such indemnity shall not apply to any
portion of any such losses, claims, damages, liabilities and expenses to
the extent, and only to such extent, it is found in a final judgment by a
court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of Daniels or of any of Daniels' employees or
affiliates.
6. THE CLIENT'S EFFORTS. The Client agrees that when a prospective partner
enters into an agreement for a Transaction on terms approved by the Client,
the Client will use commercially reasonable efforts to consummate the
Transaction, and to meet all conditions and requirements thereof. In
connection with any such agreement, the Client agrees that it will execute
and deliver, or cause the appropriate person or entity to execute and
deliver, all documents reasonably required by the prospective partner, and
make, or cause the appropriate person or entity to make, appropriate and
reasonable representations, warranties and covenants regarding the Client
and its respective assets, business and affairs, and otherwise fully
cooperate in consummating such Transaction.
7. EXCLUSIVITY. During the Term hereof, the Client agrees to deal exclusively
through Daniels and to refer all inquiries from any prospective partner
regarding any proposed Transaction to Daniels. Whether or not so referred,
the prospective partner shall be deemed to be covered by
<PAGE>
Crown Communications Corporation
December 14, 1998
Page 5
this Agreement. Daniels shall refer to the Client any reasonable proposal
for a Transaction and the Client agrees to approve or reject such proposal
promptly.
8. LIQUIDATED DAMAGES. In the event a partner defaults on any agreement for a
proposed Transaction, the Client and Daniels shall share equally the amount
of any liquidated or other damages or forfeitures receivable or attainable
by reason of such default (after recovery by the Client of any
out-of-pocket expenses of collection or litigation), provided the amount
receivable by Daniels in such event shall not exceed the compensation which
would have been payable to Daniels had such agreement been consummated.
9. PUBLICITY. Subject to any legal requirements or known contractual
restrictions, Daniels will have the right to announce publicly and/or
advertise any consummated Transaction hereunder. Similarly, the Client
agrees to mention the role of Daniels in any public announcements it may
make regarding any consummated Transaction. Daniels and the Client each
will consult with and cooperate with the other with respect to the content
and the timing of all press releases and other public announcements
concerning this Agreement and the valuation contemplated hereby.
10. ARBITRATION. Any claim, controversy or dispute arising out of or relating
to this Agreement, or the breach thereof, shall be resolved by arbitration
in accordance with the applicable Rules of the American Arbitration
Association (U.S. disputes) or UNCITRAL (international disputes), and
judgment upon the award rendered in the arbitration proceeding may be
entered in any court having jurisdiction thereof. The arbitration shall be
held in the District of Columbia, or at another location if it can be
selected by mutual agreement. The arbitration award may grant a
reimbursement to the prevailing party of all of its fees and expenses,
including reasonable attorneys' fees. Without waiving any right to
arbitration under this Agreement, either party may apply to any court
having jurisdiction hereof and seek injunctive relief so as to maintain the
status quo until such time as the arbitration award is rendered or the
controversy is resolved. Except as may be required by law, neither party
nor the arbitrator(s) may disclose the existence, content, or results of
any arbitration proceeding hereunder without the prior written consent of
both parties.
11. MISCELLANEOUS. The individual signing this Agreement on behalf of the
Client represents or warrants that he/she has the authority to execute this
Agreement, that all parties whose approval is necessary to make this
Agreement binding in accordance with its terms have consented hereto, and
that all necessary legal actions have been or will be taken. The Client
represents and warrants that it will comply with all applicable securities
and other laws, rules and regulations relating hereto and that it will not
circumvent or frustrate the intent of this Agreement. Subject to any (a)
legal requirements imposed on Daniels compelling disclosure and (b)
approved disclosures to prospective partners, Daniels will endeavor to
maintain the confidentiality of all proprietary and confidential
information regarding the Client. In consultation with Client, Daniels
shall prepare and deliver an approved form of confidentiality agreement to
each prospective partner to be executed prior to delivery of such
information.
<PAGE>
Crown Communications Corporation
December 14, 1998
Page 6
This Agreement represents the entire understanding of the parties hereto and
supersedes all other and prior agreements among the parties regarding the
subject matter; shall be binding upon and inure to the benefit of the parties
and their respective heirs, representatives, successors and assigns; may be
executed by facsimile (followed by originals sent via regular mail), and in two
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument; and may not be
modified or amended except by written agreement. If multiple parties execute
this Agreement, they agree to be jointly and severally bound. No failure or
delay in exercising any right, power or privilege related hereto, or any single
or partial exercise thereof, shall operate as a waiver thereof.
If this letter reflects the Client's understanding of our agreement, please
execute the enclosed copies and return one of the executed Agreements to me.
Sincerely,
DANIELS & ASSOCIATES, L.P.
By: DANIELS PARTNERS INC., its general partner
By: /s/ Gregory B. Ainsworth
Gregory B. Ainsworth
Senior Vice President
ACCEPTED AND AGREED TO THIS 15 DAY OF DECEMBER 1998.
CROWN COMMUNICATIONS CORPORATION
By: /s/ Nicholas Chiaia
Name: Nicholas Chiaia
Title: General Counsel
