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. 58)
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
August 6, 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 6 Pages)
<PAGE>
CUSIP No. 669 752107 Page 2 of 6 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 6 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 6 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. 58 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:
Subject to reaching an agreement with the Issuer, Communications
intends to acquire all of the outstanding shares of the Issuer not currently
owned by the Reporting Persons. On August 6, 1999, a representative of
Communications informed the 144 Committee of the Issuer that an offer to acquire
such shares would be forthcoming. The Reporting Persons intend to engage Daniels
to provide guidance and assist the Reporting Persons in connection with this
process and to opine, if necessary, as to the fairness of the transaction from a
financial point of view.
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. 58.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned hereby certify that the information set forth in
this amendment is true, complete and correct.
Dated: August 9, 1999
CONCEPT COMMUNICATIONS, INC.
/s/ Werner Seubert
By: Werner Seubert, Treasurer
CROWN COMMUNICATIONS CORPORATION
/s/ Werner Seubert
By: Werner Seubert, Vice President
CROWN CAPITAL CORPORATION
/s/ Werner Seubert
By: Werner Seubert, Vice President
