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. 47)
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
December 31, 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 16 Pages)
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CUSIP No. 669 752107 Page 2 of 16 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
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CUSIP No. 669 752107 Page 3 of 16 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 16 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. 47 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 $1,500,000 Communications loaned to the Issuer on
December 31, 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.
On January 15, 1998, Communications and Atlantic Video entered into the
Allonge No. 2 to Promissory Note (the "1998 Allonge") amending the promissory
note dated as of July 21, 1993, in the original principal amount of Fifteen
Million Dollars ($15,000,000.00), made by Crown payable to Atlantic Video (as
modified by the Allonge to Promissory Note dated December 30, 1993), to further
increase the principal amount of the promissory note to $96,000,000.
The foregoing description of the 1998 Allonge is qualified in its
entirety by the text of the 1998 Allonge which is attached hereto as Exhibit
47.1 and is incorporated herein by reference.
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 December 31, 1997, pursuant to the March 1997 Seidman Letter,
Communications loaned to the Issuer $1,500,000, and the Issuer delivered to
Communications a promissory note in like amount (the "December 31, 1997
Promissory Note"). The December 31, 1997 Promissory Note is payable on March 31,
1998, together with interest, at an annual rate equal to the Prime Rate, as
published in The Wall Street Journal on December 31, 1997. The December 31, 1997
Promissory Note is secured under the terms of the Communications Security
Agreement.
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6
On January 5, 1998, Crown and Concept each provided to the Issuer a
letter agreeing to extend the maturity dates on all of the outstanding and
unpaid promissory notes issued by the Issuer to such parties until March 31,
1998 (the "Crown Debt Extension Letter" and the "Concept Debt Extension Letter",
respectively)
The foregoing descriptions of the December 31, 1997 Promissory Note,
the Crown Debt Extension Letter and the Concept Debt Extension Letter are
qualified in their entirety by the text of the December 31, 1997 Promissory
Note, the Crown Debt Extension Letter and the Concept Debt Extension Letter
which are attached hereto as Exhibits 47.2, 47.3 and 47.4, respectively and are
incorporated herein by reference.
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. 47.
Item 7. Items to be Filed as Exhibits
Exhibit Description
47.1 Allonge No. 2 to Promissory Note dated January 15, 1998 by and
between Crown Communications Corporation and Atlantic Video, Inc.
47.2 Promissory Note dated December 31, 1997 made by The Nostalgia
Network, Inc. to Crown Communications Corporation in the
principal amount of $1,500,000
47.3 Letter dated January 5, 1998 from Crown Communications
Corporation to The Nostalgia Network, Inc.
47.4 Letter dated January 5, 1998 from Concept Communications, Inc. to The
Nostalgia Network, Inc.
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7
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: January 15, 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
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8
EXHIBIT INDEX
Exhibit Description Page
47.1 Allonge to Promissory Note dated January 15, 1998 by and 9
between Crown Communications Corporation and Atlantic
Video, Inc.
47.2 Promissory Note dated December 31, 1997 made by The Nostalgia 10
Network, Inc. to Crown Communications Corporation in the
principal amount of $1,500,000
47.3 Letter dated January 5, 1998 from Crown Communications 15
Corporation to The Nostalgia Network, Inc.
47.4 Letter dated January 5, 1998 from Concept Communications, Inc. 16
to The Nostalgia Network, Inc.
ALLONGE NO. 2 TO PROMISSORY NOTE
THIS ALLONGE NO. 2 TO PROMISSORY NOTE is made this 15th day of January,
1998, to be attached to, modify, and be a part of that certain Promissory Note
dated as of July 21, 1993, in the original principal amount of Fifteen Million
Dollars ($15,000,000.00), made by CROWN COMMUNICATIONS CORPORATION, a Delaware
corporation ("Maker"), payable to ATLANTIC VIDEO, INC., a Delaware corporation
("Holder"), and modified by the Allonge to Promissory Note dated December 30,
1993 to increase the principal amount of the Promissory Note to up to
Thirty-Five Million Dollars ($35,000,000.00) (together the "Promissory Note"),
the terms and conditions of which Promissory Note are hereby modified and
amended as follows:
The principal sum of the Promissory Note shall be Ninety-Six Million
Dollars ($96,000,000.00), or so much thereof as from time to time shall be
advanced and remain unpaid, together with all accrued interest on such advanced
and unpaid balance, in accordance with the terms and provisions of the
Promissory Note.
All other terms and conditions of the Promissory Note shall, except as
herein or heretofore modified, remain in full force and effect and all rights,
duties, obligations and responsibilities of the parties shall be governed and
determined by the Promissory Note as the same has been modified by this Allonge
No. 2 to Promissory Note.
IN WITNESS WHEREOF, Maker has executed and delivered this Allonge to
Promissory Note, and Holder has acknowledged and agreed to the terms hereof, on
the date first above written.
MAKER:
CROWN COMMUNICATIONS CORPORATION,
a Delaware corporation
By: /s/ Nicholas Chiaia
Nicholas Chiaia, Secretary
ACKNOWLEDGED AND AGREED TO:
HOLDER:
ATLANTIC VIDEO, INC.,
a Delaware corporation
By: /s/ Werner Seubert
Werner Seubert,
PROMISSORY NOTE
$1,500,000.00 Washington, D.C.
Maturity Date: March 31, 1998 December 31, 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 one million and five
hundred thousand dollars ($1,500,000.00), 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 December 31,
1997, compounded monthly. The principal balance, together with all remaining
unpaid interest accrued thereon shall be due and payable on March 31, 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:
<PAGE>
(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 that 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
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<PAGE>
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, NW
Washington, D.C. 20001
Attn: President
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<PAGE>
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.
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.
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<PAGE>
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 30th day of December, 1997.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ illegible By: /s/ Willard R. Nichols
Asst. Secretary Name: Willard R. Nichols
Title: General Counsel and Secretary
[CORPORATE SEAL]
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CROWN Crown Communications Corporation
650 Massachusetts Avenue, NW Suite 200 202-408-1500
Washington, DC 20001 Fax 202-408-8891
Via Facsimile
January 5, 1998
Mr. M. Gallogly
The Nostalgia Network, Inc.
650 Massachusetts Avenue, NW
Washington, DC 20001
Dear Mr. Gallogly:
Pursuant to our conversation today, Crown agrees to extend the February 1, 1998
maturity date on the outstanding Promissory Notes it holds from Nostalgia, until
March 31, 1998.
Very truly yours,
/s/ Nicholas Chiaia
Nicholas Chiaia
cc: W. Lash R. Wussler
January 13, 1998
CONCEPT
COMMUNICATIONS
Via Facsimile
January 5, 1998
Mr. M. Gallogly
The Nostalgia Network, Inc.
650 Massachusetts Avenue, NW
Washington, DC 20001
Dear Mr. Gallogly:
Pursuant to our conversation today, Crown agrees to extend the February 1, 1998
maturity date on the outstanding Promissory Notes it holds from Nostalgia, until
March 31, 1998.
Very truly yours,
/s/ Nicholas Chiaia
Nicholas Chiaia
cc: W. Lash R. Wussler
