SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 60)
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
a professional corporation
1615 L Street, N.W., Suite 400
Washington, D.C. 20036-5612
(202) 452-8600
October 21, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 11 Pages)
<PAGE>
CUSIP No. 669 752107 Page 2 of 11 Pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. 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
Item 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF 7. Sole Voting Power
SHARES 13,430,427 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 0 shares
REPORTING
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 11 Pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. 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
Item 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF 7. Sole Voting Power
SHARES 1,000,000 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 13,430,427 shares
REPORTING
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 11 Pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. 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
Item 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF 7. Sole Voting Power
SHARES 0 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 14,430,427 shares
REPORTING
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. 60 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
non-stock 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 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by appending to the material
under the caption "1999 Discussions with 144 Committee" the following:
On October 8, 1999, Communications sent a letter to the 144 Committee
of the Issuer, offering to acquire all of the shares of Common Stock not owned
by the Reporting Persons at a price of $0.07 per share (including the shares of
the Preferred Stock not owned by the Reporting Persons, on an as converted
basis), subject to certain conditions contained in such letter (the "October 8
Offer Letter"). The foregoing description of the October 8 Offer Letter is
qualified in its entirety by the October 8 Offer Letter, which is attached
hereto as Exhibit 60.1 and is incorporated herein by reference.
Pursuant to the terms of the October 8 Offer Letter, Communications'
offer would expire at 5:00 p.m. local time on October 18, 1999. On October 14,
1999, a representative of the Issuer sent a letter to Communications confirming
the conversations between the Issuer and Communications pursuant to which
Communications agreed to extend the Offer contained in the October 8 Offer
Letter until 5:00 p.m. on October 21, 1999 (the "Extension Letter"). The
foregoing description of the Extension letter is qualified in its entirety by
the text of the Extension Letter, which is attached hereto as Exhibit 60.2 and
is incorporated herein by reference.
On October 21, 1999, the Issuer executed the October 8 Offer Letter
thereby accepting its terms.
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. 60.
Item 7. Items to be Filed as Exhibits.
Exhibit Description
- ------- -----------
60.1 Letter from Crown Communications Corporation to The 144 Committee of
The Nostalgia Network, Inc. setting forth the terms of a proposed
business transaction between Crown Communications Corporation and
The Nostalgia Network, Inc.
60.2 Letter from The Nostalgia Network, Inc. to Crown Communications
Corporation confirming that the deadline for the merger proposal is
extended.
<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: October 22, 1999
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
- ------- -----------
60.1 Letter from Crown Communications Corporation to The 144 Committee of
The Nostalgia Network, Inc. setting forth the terms of a proposed
business transaction between Crown Communications Corporation and
The Nostalgia Network, Inc.
60.2 Letter from The Nostalgia Network, Inc. to Crown Communications
Corporation confirming that the deadline for the merger proposal is
extended.
