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. 52)
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
June 18, 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 7 Pages)
<PAGE>
CUSIP No. 669 752107 Page 2 of 7 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 7 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 7 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. 52 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
June 18, 1998 and the $1,000,000 Communications loaned to the Issuer on July 10,
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. 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 June 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 July 10, 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.
<PAGE>
Item 5. Interests in Securities of the Issuer
Item 5 is hereby amended and supplemented by deleting the information
set forth therein in its entirety and substituting in lieu thereof the
following:
(a), (b) The following table sets forth information with respect to the
shares of the Common Stock beneficially owned by the Reporting Persons as of the
close of business on July 17, 1998:
<TABLE>
<CAPTION>
Name Aggregate Number Percentage Sole Power to Shared Power Sole Power to Shared Power
of Shares of Class (1) Vote or Direct to Vote or Dispose or to Dispose or
Beneficially Vote Direct Vote Direct Direct
Owned Disposition Disposition
- -------------------- ------------------ -------------- --------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Concept 14,430,427 70.3% 13,430,427 - 0 - 13,430,427 - 0 -
Communications 14,430,427 70.3% 1,000,000 13,430,427 1,000,000 13,430,427
Capital 14,430,427 70.3% - 0 - 14,430,427 - 0 - 14,430,427
<FN>
(1) Computed on the basis of 20,524,371 shares of Common Stock outstanding
(20,274,427 shares of Common Stock reported to be outstanding in the
Issuer's Form 10-Q for the quarter ended March 31, 1998 and assuming
the conversion of the Preferred Stock owned by Concept).
</FN>
<FN>
(2) Includes 14,180,427 shares of the Common Stock and 2,500 shares of the
Preferred Stock (each convertible into 100 shares of the Common Stock)
owned by Concept and Communications.
</FN>
</TABLE>
None of Ms. Spurgin and Mssrs. Joo, Hugel, Gogan, Seubert, Cooperrider,
Morton, Salonen, Ward, Guerra and McDevit beneficially owns shares of the Common
Stock or the Preferred Stock.
(c), (d), (e) Not Applicable
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. 52.
Item 7. Items to be Filed as Exhibits
Exhibit Description
None
<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: July 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
