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. 64)
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
Venable, Baetjer, Howard & Civilleti, LLP
1615 L Street, N.W., Suite 400
Washington, D.C. 20036-5612
(202) 452-8600
January 11, 2000
(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 39 Pages)
<PAGE>
CUSIP No. 669 752107 Page 2 of 39 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 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>
CUSIP No. 669 752107 Page 3 of 39 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 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>
CUSIP No. 669 752107 Page 4 of 39 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>
ghm01!
CUSIP No. 669 752107 Page 5 of 39 Pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
NNI Acquisition 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 14,430,427 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 0 shares
REPORTING
PERSON WITH 9. Sole Dispositive Power
14,430,427 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>
This Amendment No. 64 amends and supplements the statement on Schedule
13D (the "Schedule 13D") filed by (i) Concept Communications, Inc., a Delaware
corporation ("Concept"), (ii) Crown Communications Corporation, a Delaware
corporation ("Communications"), (iii) Crown Capital Corporation, a Delaware
non-stock corporation ("Capital"), and, by this Amendment No. 64, (iv) NNI
Acquisition Corporation, a Delaware corporation ("NAC"), relating to the Common
Stock, par value Four Cents ($.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 2. Identity and Background
a. Item 2 is hereby amended and modified by deleting the material set forth in
the first paragraph in Item
2 and by inserting in lieu thereof the following:
This amendment is filed by Concept, a Delaware corporation,
Communications, a Delaware corporation, Capital, a Delaware non-stock
corporation and NAC, a Delaware corporation. Concept, Communications, Capital
and NAC are sometimes referred to as the "Reporting Persons." With respect to
voting securities of the Issuer, the Reporting Persons constitute a group (the
"Reporting Group"), within the meaning of Rule 13d-5(b)(1) promulgated under the
Act.
b. Item 2 is hereby further amended and modified by deleting the material set
forth in the last paragraph in Item 2 and by inserting in lieu thereof the
following:
NAC has its principal business and executive offices at 650
Massachusetts Avenue, N.W., Washington, D.C. 20001. NAC was formed at the
direction of Concept and Communications, its sole stockholders, in connection
with the transactions contemplated by the Merger Agreement (as defined and
further discussed below in Item 4). NAC's primary assets are shares of the
Common Stock and the Preferred Stock transferred to it by Concept and
Communications. NAC has not and will not engage in any business activities
(other than other than those incident to its formation and the Merger). Dong
Moon Joo (President) and Werner Seubert (Vice President and Treasurer) are the
directors and executive officers of NAC.
During the last five years, none of Concept, Communications, Capital,
NAC, Ms. Eby and Messrs. Joo, Hugel, Gogan, Seubert, Agres, Cooperrider, Morton,
Salonen, Ward, Guerra and McDevitt has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.
-i-
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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding the following
thereto:
The funds to be used by NAC for the purchase of the shares of Preferred
Stock and Common Stock pursuant to the Merger Agreement (as defined below), will
be obtained by NAC as a loan from Communications, which in turn obtained such
funds 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 adding the following
thereto:
Agreement and Plan of Merger (which, if consummated, would result in a
material change in the capitalization of the Issuer, as well as a delisting of
the Issuer's securities)
On January 11, 2000, NAC and the Issuer entered into an Agreement and
Plan of Merger (the "Merger Agreement"), which is attached hereto as Exhibit
64.1, to consummate the transactions contemplated by the letter from
Communications to the Issuer dated October 8, 1999 (the "October 8 Offer
Letter"). The October 8 Offer Letter was previously filed with the Commission as
Exhibit 60.1 to Amendment No. 60 to the Schedule 13D. The following is a
description of the material terms of the Merger Agreement:
Structure of the Merger
The Merger Agreement provides that, subject to the requisite vote of a
majority of the stockholders of the Issuer, and further subject to the condition
that holders of no more than five percent (5%) of the outstanding shares (on an
as converted basis) elect to exercise their dissenters' rights, NAC will be
merged with and into the Issuer (the "Merger"), the separate corporate existence
of NAC will cease and the Issuer will be the surviving corporation (the
"Surviving Corporation").
At the time of filing of a Certificate of Merger evidencing the Merger
(the "Certificate of Merger"), which shall take place as soon as practicable
after the meeting of the stockholders of the Issuer to approve the Merger
Agreement, each outstanding share of Common Stock (other than Common Stock held
by dissenting stockholders, NAC or in the treasury of the Issuer) will be
converted into and represent the right to receive Seven Cents ($0.07) in cash
and without interest and each outstanding share of Preferred Stock (other than
Preferred Stock held by dissenting stockholders, NAC or in the treasury of the
Issuer) will be converted into and represent the right to receive Seven Dollars
($7.00) in cash and without interest. Each share of Common Stock and each share
of Preferred Stock owned by NAC, or held in the treasury of the Issuer,
immediately prior to the filing of the Certificate of Merger shall be cancelled
and cease to
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<PAGE>
exist at and after the filing of the Certificate of Merger and no consideration
shall be paid with respect thereto.
Finally, each share of Common Stock of NAC that is issued and
outstanding immediately prior to the filing of the Certificate of Merger shall
be converted into and represent the right to receive one fully paid and
non-assessable share of Common Stock, par value One Cent ($0.01) per share, of
the Surviving Corporation, and such shares of Common Stock of the Surviving
Corporation shall constitute the only issued shares of the Surviving
Corporation.
As a result of the above transactions, after the filing of the
Certificate of Merger, Communications and Concept will be the sole stockholders
of the Surviving Corporation.
Effect of the Merger
If the proposed Merger is consummated, current stockholders of the
Common Stock of the Issuer, other than Communications and Concept, will no
longer have an equity interest in the Issuer and, therefore, will not share in
its potential future earnings and growth prospects.
As a result of the Merger, the Issuer would become a privately held
company. The Common Stock would no longer be traded on the NASDAQ OTC Bulletin
Board or otherwise traded in the public markets. The registration of the Common
Stock under the Securities Exchange Act of 1934, as amended, would terminate,
and the Issuer would cease filing reports with the Securities and Exchange
Commission (the "Commission"). The Issuer also would be relieved of the
obligation to comply with the proxy rules of Regulation 14A of the Exchange Act
of 1934 (the "Exchange Act"), and its officers, directors and 10% stockholders
would be relieved from the transaction reporting requirements and the
restrictions on insider trading under Section 16 of the Exchange Act.
As a result of the Merger, Communications and Concept would, as the
sole stockholders of the Issuer, have the opportunity to share in the Issuer's
future earnings and growth and may have tax consequences different from the
other current stockholders as a result of the consummation of the Merger.
Schedule 13E-3 and Proxy Material; Stockholders' Meeting
NAC and the Issuer will prepare and file with the Commission the
Schedule 13E-3 and proxy statement required to be filed with respect to the
consummation of the transactions contemplated by the Merger Agreement. The
Issuer, acting through its Board of Directors, shall cause a meeting of its
stockholders to be duly called, give notice of, convene and hold such meeting as
soon as practicable for the purpose, inter alia, of approving the Merger
Agreement.
Indemnification
The Merger Agreement provides that the Issuer's directors, officers,
employees and agents will be indemnified by NAC and the Issuer against certain
liabilities, including liabilities, if any, under the federal securities laws,
in connection with the Merger and the transactions
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<PAGE>
contemplated thereby. The Merger Agreement also provides that the Issuer will
maintain liability insurance policies, subject to certain limitations on the
cost of such policies, for those officers and directors who are presently
covered by such policies or will be covered by such policies at the time of the
filing of the Certificate of Merger.
Expenses
Whether or not the Merger is consummated, all costs and expenses
incurred in connection with the Merger, the Merger Agreement and the
transactions contemplated thereby will be paid by the party incurring such
expenses.
The foregoing description of the Merger Agreement is qualified in its
entirety by the text of the Merger Agreement which is attached hereto as Exhibit
64.1 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is deleted and replaced in its entirety with 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 January 18, 2000:
<TABLE>
<CAPTION>
AGGREGATE SHARED
NUMBER OF SOLE POWER POWER TO
SHARES SOLE POWER SHARED POWER TO DISPOSE DISPOSE
BENEFICI- PERCENTAGE TO VOTE OR TO VOTE OR OR DIRECT OR DIRECT
NAME ALLY OWNED OF CLASS(1) DIRECT VOTE DIRECT VOTE DISPOSITION DISPOSITION
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Concept 14,430,472 (2) 70.3% -0- 14,430,427 -0- 14,430,427
Communications 14,430,472 (2) 70.3% -0- 14,430,427 -0- 14,430,427
Capital 14,430,472 (2) 70.3% -0- 14,430,427 -0- 14,430,427
NAC 14,430,472 (2) 70.3% 14,430,427 -0- 14,430,427 -0-
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed on the basis of 20,524,411 shares of the Common Stock
outstanding (20,274,411 shares of the Common Stock reported to be
outstanding in the Issuer's Form 10-Q for the quarter ended
September 30, 1999 and assuming the conversion of the Preferred
Stock owned by NAC).
(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 NAC.
None of Ms. Eby and Mssrs. Joo, Hugel, Gogan, Seubert, Agres,
Cooperrider, Morton, Salonen, Ward, Guerra and McDevitt
beneficially owns shares of the Common Stock or the Preferred
Stock.
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<PAGE>
(c) In contemplation of the Merger, as of January 7, 2000, Concept
transferred 13,430,427 shares of the Common Stock (which includes 13,180,427
shares of the Common Stock and 2,500 shares of the Preferred Stock (each
convertible into 100 shares of the Common Stock)) to NAC in exchange for 9,307
shares of the Common Stock of NAC, and Communications transferred 1,000,000
shares of the Common Stock to NAC in exchange for 693 shares of Common Stock of
NAC.
(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. 64.
Item 7. Items to be Filed as Exhibits
Exhibit Description
64.1 Agreement and Plan of Merger, dated as of January 11, 2000, by and
between The Nostalgia Network, Inc. and NNI Acquisition
Corporation.
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<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: January 20, 2000
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
NNI ACQUISITION CORPORATION
/s/ Nicholas Chiaia
--------------------------------------------------
By: Nicholas Chiaia, Secretary
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<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description Page
<S> <C> <C>
64.1 Agreement and Plan of Merger, dated as of January 11, 2000, by and 13
between The Nostalgia Network, Inc. and NNI Acquisition
Corporation.
</TABLE>
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
MERGER 1
The Merger..................................................................................................1
Surviving Corporation; Effects of the Merger................................................................1
Effective Time..............................................................................................1
Certificate of Incorporation of the Surviving Corporation...................................................1
Bylaws of the Surviving Corporation.........................................................................2
Board of Directors and Officers of the Surviving Corporation................................................2
Conversion of Shares........................................................................................2
Dissenting Shares...........................................................................................2
Payment for Shares..........................................................................................3
No Further Rights or Transfers..............................................................................4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................................................................4
Corporate Organization......................................................................................4
Authorization...............................................................................................5
Capitalization of the Company...............................................................................5
Certain Fees................................................................................................5
SEC Filings.................................................................................................5
Consents and Approvals; No Violations.......................................................................5
No Undisclosed Material Liabilities.........................................................................6
Proxy Statement; Other Information..........................................................................6
REPRESENTATIONS AND WARRANTIES OF NAC.............................................................................7
Corporate Organization......................................................................................7
Authorization...............................................................................................7
Commitments for the Financing...............................................................................7
Consents and Approvals; No Violations.......................................................................7
Proxy Statement; Other Information..........................................................................8
COVENANTS.........................................................................................................8
Conduct of Business of the Company..........................................................................8
No Solicitation............................................................................................11
Access to Information......................................................................................11
Best Efforts...............................................................................................12
Public Announcements.......................................................................................12
Supplemental Information...................................................................................12
Schedule 13E-3 and Proxy Material; Stockholders' Meeting...................................................12
Agreement to Defend and Indemnify..........................................................................13
Option Plans...............................................................................................14
Deposit of Funds...........................................................................................14
CONDITIONS TO THE MERGER.........................................................................................14
Conditions to Each Party's Obligation to Effect the Merger.................................................14
Conditions to the Obligation of NAC to Effect the Merger...................................................15
Conditions to the Obligations of the Company to Effect the Merger..........................................16
CLOSING..........................................................................................................16
Time and Place.............................................................................................16
Deliveries at the Closing..................................................................................16
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
TERMINATION AND ABANDONMENT......................................................................................16
Termination................................................................................................16
Procedure and Effect of Termination........................................................................17
GENERAL PROVISIONS...............................................................................................17
Survival of Representations, Warranties, Covenants and Agreements..........................................17
Amendment, Modification and Waiver.........................................................................17
Waiver of Compliance; Consents.............................................................................18
Severability...............................................................................................18
Fees and Expenses..........................................................................................18
No Third Party Beneficiaries...............................................................................18
Additional Agreements......................................................................................18
Notices....................................................................................................19
Governing Law..............................................................................................19
Counterparts...............................................................................................20
Headings...................................................................................................20
Entire Agreement...........................................................................................20
EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE NOSTALGIA NETWORK, INC.
</TABLE>
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<PAGE>
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), is made as of the
11th day of January, 2000 by and between (i) THE NOSTALGIA NETWORK, INC., a
Delaware corporation (the "Company"), and (ii) NNI ACQUISITION CORPORATION, a
Delaware corporation ("NAC").
WHEREAS, the Boards of Directors of the Company and NAC deem it
advisable and in the best interests of the stockholders of such corporations to
effect the merger of NAC with and into the Company (the "Merger"), to be
consummated upon the terms and conditions set forth in this Agreement and in
accordance with the applicable laws of the State of Delaware, whereby the
outstanding shares of Common Stock, Four Cents ($0.04) par value, of the Company
(the "Common Shares"), and the outstanding shares of Preferred Stock, Two
Dollars ($2.00) par value, of the Company (the "Preferred Shares"), other than
Common Shares and Preferred Shares held by NAC and other than Dissenting Shares
(as defined in Section 1.8 hereof), be converted upon the Merger into the right
to receive cash as provided in this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE I
MERGER
1.1 The Merger. At the Effective Time (as defined in Section 1.3
hereof), and subject to the terms and conditions of this Agreement and the
General Corporation Law of the State of Delaware (the "DGCL"), NAC shall be
merged with and into the Company, the separate corporate existence of NAC shall
thereupon cease, and the Company shall be the surviving corporation in the
Merger (sometimes hereinafter referred to as the "Surviving Corporation").
1.2 Surviving Corporation; Effects of the Merger. At the Effective
Time, the Surviving Corporation shall continue its corporate existence under the
laws of the State of Delaware. The Merger shall have the effects specified in
Section 259 of the DGCL. The name of the Surviving Corporation shall be The
Nostalgia Network, Inc.
1.3 Effective Time. As soon as practicable following the Closing (as
defined in Section 6.1 hereof), the parties hereto shall effect the Merger by
filing with the Delaware Secretary of State a certificate of merger (the
"Certificate of Merger") in such form as is required by, and executed in
accordance with, the relevant provisions of the DGCL (the time of such filing
being herein referred to as the "Effective Time").
1.4 Certificate of Incorporation of the Surviving Corporation. At the
Effective Time and without any further action on the part of the Company or NAC,
the Certificate of Incorporation of the Company shall be amended and restated to
read substantially as set forth in Exhibit A to this Agreement. From and after
the Effective Time, the Certificate of Incorporation of the Company, as so
amended and restated, shall be the Certificate of Incorporation of the Surviving
<PAGE>
Corporation, subject to the right of the Surviving Corporation to amend its
Certificate of Incorporation after the Merger in accordance with the DGCL.
1.5 Bylaws of the Surviving Corporation. At the Effective Time and
without any further action on the part of the Company or NAC, the Bylaws of NAC,
as in effect at the Effective Time, shall be the Bylaws of the Surviving
Corporation.
1.6 Board of Directors and Officers of the Surviving Corporation. At
the Effective Time, the directors of the Company immediately prior to the
Effective Time shall be the directors of the Surviving Corporation, each of such
directors to hold office, subject to the applicable provisions of the
Certificate of Incorporation and Bylaws of the Surviving Corporation, until the
next annual shareholders' meeting of the Surviving Corporation and until their
successors shall be duly elected or appointed and qualified. The officers of the
Company immediately prior to the Effective Time shall be the officers of the
Surviving Corporation until their successors are duly elected or appointed and
qualified.
1.7 Conversion of Shares. At the Effective Time, by virtue of the
Merger and without any action on the part of the holders thereof :
(a) Each Common Share that is issued and outstanding immediately
prior to the Effective Time (other than Common Shares which are Dissenting
Shares as defined in Section 1.8 hereof, and any Common Shares which are held by
NAC or are held in the treasury of the Company) shall be converted into and
represent the right to receive Seven Cents ($0.07) (the "Common Stock Merger
Consideration"), in cash payable to the holder thereof, without interest
thereon, upon surrender of the certificate representing such Common Share.
(b) Each Preferred Share that is issued and outstanding immediately
prior to the Effective Time (other than Preferred Shares which are Dissenting
Shares as defined in Section 1.8 hereof, and any Preferred Shares which are held
by NAC or are held in the treasury of the Company) shall be converted into and
represent the right to receive Seven Dollars ($7.00) (the "Preferred Stock
Merger Consideration"), in cash payable to the holder thereof, without interest
thereon, upon surrender of the certificate representing such Preferred Share.
(c) Each share of Common Share of NAC that is issued and
outstanding immediately prior to the Effective Time shall be converted into and
represent the right to receive one fully paid and non-assessable share of Common
Share, par value $0.01 per share, of the Surviving Corporation, and such shares
of Common Share of the Surviving Corporation shall constitute the only issued
shares of the Surviving Corporation.
(d) Each Common Share and Preferred Share owned by NAC, or held in
the treasury of the Company, immediately prior to the Effective Time shall be
cancelled and cease to exist at and after the Effective Time and no
consideration shall be paid with respect thereto.
1.8 Dissenting Shares. Notwithstanding the provisions of Section 1.7
hereof, or any other provision of this Agreement to the contrary, Common Shares
or Preferred Shares which are issued and outstanding immediately prior to the
Effective Time and which are held by
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<PAGE>
stockholders who have not voted such Common Shares or Preferred Shares in favor
of the Merger and who shall have delivered a written demand for appraisal of
such Common Shares or Preferred Shares in the manner provided in Section 262 of
the DGCL (the "Dissenting Shares") shall not be converted into the right to
receive cash at or after the Effective Time, unless and until the holder of such
Dissenting Shares shall have failed to perfect or shall have effectively
withdrawn or lost such right to appraisal and payment under the DGCL. If a
holder of Dissenting Shares shall have so failed to perfect or shall have
effectively withdrawn or lost such right to appraisal and payment, then, as of
the Effective Time or the occurrence of such event, whichever last occurs, such
holder's Dissenting Shares shall automatically be converted into and represent
the right to receive cash, without any interest thereon, as provided in Section
1.7(a) or 1.7(b) hereof, as the case may be.
1.9 Payment for Shares.
(a) Prior to the Effective Time, NAC shall deposit, or cause to be
deposited in trust for the benefit of the Company's stockholders, in immediately
available funds with a disbursing agent selected by NAC and reasonably
satisfactory to the Company (the "Exchange Agent"), an amount (the "Fund") equal
to the sum of (i) the product obtained by multiplying (A) the number of Common
Shares issued and outstanding immediately prior to the Effective Time (other
than Common Shares which are registered in the name of NAC or held in the
treasury of the Company and other than Common Shares which are Dissenting
Shares) as reflected on the stock transfer books of the Company immediately
prior to the Effective Time by (B) the Common Stock Merger Consideration plus
(ii) the product obtained by multiplying (A) the number of Preferred Shares
issued and outstanding immediately prior to the Effective Time (other than
Preferred Shares which are registered in the name of NAC or held in the treasury
of the Company and other than Preferred Shares which are Dissenting Shares) as
reflected on the stock transfer books of the Company immediately prior to the
Effective Time by (B) the Preferred Stock Merger Consideration. Out of the fund,
the Exchange Agent shall, pursuant to irrevocable instructions, make the
payments referred to in Sections 1.7(a) and 1.7(b) hereof.
(b) As soon as practicable after the Effective Time, the Exchange
Agent, pursuant to irrevocable instructions, shall mail to each holder of record
(other than NAC) of a certificate or certificates which immediately prior to the
Effective Time represented issued and outstanding Common Shares or Preferred
Shares (the "Certificates"), a notice of effectiveness of the Merger, a form
letter of transmittal (the "Letter of Transmittal") for return to the Exchange
Agent, and instructions for use in effecting the surrender of the Certificates
and to receive cash for each of such holder's Common Shares and Preferred
Shares. The notice, Letter of Transmittal and instructions shall be in forms
reasonably approved by counsel to the Company. The Letter of Transmittal shall
specify that delivery shall be effected and risk of loss and title shall pass,
only upon proper delivery to and receipt of such Certificate or Certificates by
the Exchange Agent. The Exchange Agent, promptly following receipt of any such
Certificate or Certificates, together with the Letter of Transmittal, duly
executed, and any other items specified by the Letter of Transmittal, shall pay,
by check or draft, to the holders of Certificates an amount equal to the sum of
(i) the product obtained by multiplying (A) the number of Common Shares
represented by the Certificate or Certificates so surrendered by (B) Seven Cents
($0.07) plus (ii) the product obtained by multiplying (A) the number of
Preferred Shares represented by the Certificate or
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Certificates so surrendered by (B) Seven Dollars ($7.00). No interest will be
paid or accrued on the cash payable upon the surrender of a Certificate or
Certificates.
(c) Any portion of the Fund which remains unclaimed for six (6)
months after the Effective Time shall be paid to the Surviving Corporation upon
demand, subject to any applicable escheat and other similar laws. Any holders of
Certificates who have not theretofore complied with 1.9(b) hereof shall
thereafter look only to the Surviving Corporation for payment of their claim for
the consideration set forth in Section 1.7 hereof, without any interest thereon,
but shall have no greater rights against the Surviving Corporation than may be
accorded to general creditors of the Surviving Corporation under Delaware law.
1.10 No Further Rights or Transfers.
At and after the Effective Time of the Merger, (i) each holder of a
Certificate or Certificates that represented issued and outstanding Common
Shares or Preferred Shares immediately prior to the Effective Time shall cease
to have any rights as a stockholder of the Company, except for the right to
surrender his or her Certificate or Certificates in exchange for the payment
provided pursuant to Sections 1.7 and 1.9 hereof, or to perfect his or her right
to receive payment for his or her Common Shares or Preferred Shares pursuant to
Section 262 of the DGCL and Section 1.8 hereof, if such holder has validly
exercised and perfected and not withdrawn his or her right to receive payment
for his or her Common Shares or Preferred Shares, and (ii) no transfer of Common
Shares or Preferred Shares outstanding prior to the Effective Time shall be made
on the stock transfer books of the Surviving Corporation. If, after the
Effective Time, Certificates formerly representing Common Shares or Preferred
Shares are presented to the Surviving Corporation, they shall be cancelled and
exchanged for the consideration set forth in Section 1.7 hereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to NAC that:
2.1 Corporate Organization. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, with all requisite power and authority to
own, operate and lease its properties and to carry on its business as now being
conducted. To the best knowledge of the executive officers of the Company, the
Company is duly qualified or licensed as a foreign corporation in good standing
in each jurisdiction in which the character of its properties or nature of its
business activities requires such qualification, except to the extent that the
failure to be so qualified or licensed would not have a material adverse effect
upon the business, operations or the financial condition, of the Company. There
are no corporations, limited liability companies, partnerships, joint venture
associations or other entities of which the Company, directly or indirectly,
owns or controls more than 10% of the voting securities or other voting
interests ("Subsidiary").
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2.2 Authorization. The Company has the necessary corporate power and
authority to enter into this Agreement. The execution and delivery of this
Agreement by the Company, the performance by the Company of its obligations
hereunder and the consummation by the Company of the transactions contemplated
hereby have been duly and validly authorized by the Company's Board of Directors
and no other corporate proceeding on the part of the Company is necessary to
authorize this Agreement or to consummate the transactions contemplated hereby
(other than the approval of this Agreement by the requisite vote of the
stockholders of the Company). This Agreement has been duly and validly executed
and delivered by the Company and, assuming the due authorization, execution and
delivery hereof by NAC, is a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
2.3 Capitalization of the Company. As of the date hereof, the
authorized capital stock of the Company consists of thirty million (30,000,000)
shares of Common Stock, Four Cents ($0.04) par value, and one hundred
twenty-five thousand (125,000) shares of Preferred Stock, Two Dollars ($2.00)
par value. As of the date hereof, there are twenty million two hundred
seventy-four thousand four hundred eleven (20,274,411) Common Shares issued and
outstanding and three thousand two hundred fifty (3,250) Preferred Shares issued
and outstanding. As of the date hereof, there are no Common Shares or Preferred
Shares held in the Company's treasury. All of the outstanding Common Shares and
Preferred Shares have been validly issued, and are fully paid, nonassessable and
free of preemptive rights with no personal liability attaching to the ownership
thereof. As of the date hereof, two million (2,000,000) Common Shares and no
Preferred Shares are issuable upon exercise of options (the "Company Options")
under stock option plans of the Company (collectively, the "Option Plans"). A
description of the Option Plans and a list of all outstanding options, including
the exercise price and other terms thereof, is set forth on Disclosure Schedule
2.3 attached hereto and made a part of hereof. Except as set forth above, as of
the date hereof, there are no outstanding options, warrants, subscriptions,
conversion or other rights, agreements or commitments obligating the Company to
issue any additional shares of the capital stock or any other securities
convertible into, exchangeable for, or evidencing the right to subscribe for any
shares of the capital stock of the Company.
2.4 Certain Fees. With the exception of a fee payable to Chatsworth
Securities LLC, which has acted as financial advisor to the Company's Board of
Directors (including its disinterested directors) pursuant to a letter agreement
which has been delivered to NAC, the Company has not employed any broker or
finder or incurred any liability for any financial advisory, brokerage or
finders' fees or commissions in connection with the transactions contemplated
hereby.
2.5 SEC Filings. To the best knowledge of the executive officers of the
Company, the Company has timely made all of its filings required by the
Securities and Exchange Commission (the "Commission"). All such filings are true
and complete in all material respects.
2.6 Consents and Approvals; No Violations.
(a) To the best knowledge of the executive officers of the Company,
the Company is not in violation of any applicable law, statute, order, rule or
regulation promulgated
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or judgment entered by any federal, state, local or foreign court or
governmental authority relating to or affecting the operation, conduct or
ownership of the property or business of the Company, which violation or
violations would have a material adverse effect on the business, operations or
financial condition of the Company.
(b) Except for (i) applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the
"Exchange Act"), (ii) the filing and recordation of the Certificate of Merger as
required by the DGCL and (iii) applicable requirements of state blue sky laws,
no filing or registration with, no notice to and no permit, authorization,
consent or approval of any public or governmental body or authority is necessary
for the consummation by the Company of the transactions contemplated by this
Agreement or to enable the Company to continue to conduct its business after the
Effective Time in a manner which is in all material respects consistent with
that in which they are presently conducted, except where the failure to make
such filing or to obtain such permit, authorization, consent or approval will
not have a material adverse effect on the business, operations or financial
condition of the Company. Neither the execution and delivery of this Agreement
by the Company nor the consummation by the Company of the transactions
contemplated hereby nor compliance by the Company with any of the provisions
hereof will (i) conflict with or result in any breach of any provision of the
Certificate of Incorporation or Bylaws of the Company, (ii) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation
or acceleration) under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, agreement or other instrument or obligation
to which the Company is a party or by which the Company or any of its properties
or assets may be bound or (iii) to the best knowledge of the executive officers
of the Company, violate any order, writ, injunction, decree, statute, rule or
regulation applicable to the Company or any of its properties or assets,
excluding from the foregoing clauses (ii) and (iii) violations, breaches or
defaults which in the aggregate would not have a material adverse effect on the
business, operations or financial condition of the Company.
2.7 No Undisclosed Material Liabilities. Except for intercompany loans
made by Crown Communications Corporation, a Delaware corporation, and except as
and to the extent set forth on the audited consolidated balance sheet of the
Company at December 31, 1998, including the notes thereto (the "Balance Sheet"),
the Company had, at December 31, 1998, no liabilities or obligations material to
the Company. Since the date of the Balance Sheet, the Company has not incurred
any liabilities material to the Company except (a) liabilities incurred in the
ordinary and usual course of business and consistent with past practice and (b)
liabilities incurred in connection with this Agreement and the transactions
contemplated herein.
2.8 Proxy Statement; Other Information. None of the information
supplied by the Company included in the letter to stockholders, notice of
meeting, proxy statement and form of proxy to be distributed to stockholders of
the Company in connection with the Merger (collectively, the "Proxy Statement")
or any schedules, including a Schedule 13E-3, required to be filed with the
Commission in connection therewith (the "Schedules"), will, as of the date the
Proxy Statement is first mailed to such stockholders, and on the date of the
special meeting of the Company's stockholders and the date of any adjournment
thereof, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
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order to make the statements therein not misleading. The Proxy Statement and
Schedules will comply as to form in all material respects with all applicable
provisions of the Exchange Act.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF NAC
NAC hereby represents and warrants to the Company that:
3.1 Corporate Organization. NAC is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to own, operate and lease
its properties and to carry on its business as it is now being conducted.
3.2 Authorization. NAC has the necessary, corporate power and authority
to enter into this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement by NAC, the performance by NAC, its
obligations hereunder and the consummation by NAC of the transactions
contemplated hereby, have been duly and validly authorized by the Board of
Directors of NAC, and will have been duly and validly approved by the
stockholders of NAC prior to the Effective Time, and no other corporate
proceeding on the part of NAC is necessary for the execution and delivery of
this Agreement by NAC, the performance of its obligations hereunder and the
consummation by NAC of the transactions contemplated hereby. This Agreement has
been executed and delivered by NAC and, assuming the due authorization,
execution and delivery hereof by the Company, is a legal, valid and binding
obligation of NAC, enforceable against NAC in accordance with its terms.
3.3 Commitments for the Financing. NAC, or its respective associates or
affiliates, has heretofore received commitments to provide sufficient funds to
complete the transactions contemplated by this Agreement.
3.4 Consents and Approvals; No Violations.
(a) NAC is not in violation of any applicable law, statute, order,
rule or regulation promulgated or judgment entered by any federal, state, local
or foreign court or governmental authority relating to or affecting the
operation, conduct or ownership of the property or business of NAC, which
violation or violations would have a material adverse effect on the business,
operations or financial condition of NAC.
(b) Except for applicable requirements of the Exchange Act, state
blue sky laws and the filing and recordation of the Certificate of Merger as
required by the DGCL, no filing or registration with, no notice to and no
permit, authorization, consent or approval of any public or governmental body or
authority is necessary for the consummation by NAC of the transactions
contemplated by this Agreement or to enable the Surviving Corporation to
continue to conduct its business after the Effective Time, except where the
failure to make such filing, or to obtain such permit, authorization, consent or
approval will not have a material adverse effect on the business, operations, or
financial condition of NAC. Neither the execution and delivery of this
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Agreement by NAC nor the consummation by NAC of the transactions contemplated
hereby nor compliance by NAC with any of the provisions hereof will (i) conflict
with or result in any breach of any provision of the Certificate of
Incorporation or Bylaws of NAC, (ii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation or acceleration) under, any
of the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, agreement or other instrument or obligation to which NAC is a party or
by which it or any of its properties or assets may be bound or (iii) to the best
knowledge of the executive officers of NAC, violate any order, writ, injunction,
decree, statute, rule or regulation applicable to NAC, excluding from the
foregoing clauses (ii) and (iii) violations, breaches or defaults which in the
aggregate would not have a material adverse effect on the business, operations
or financial condition of NAC.
3.5 Proxy Statement; Other Information. None of the information
supplied by NAC included in the Proxy Statement or any Schedule, or in any
amendments or supplements thereto, required to be filed with the Commission in
connection therewith, will, as of the date the Proxy Statement is first mailed
to stockholders of the Company, and on the date of the meeting of the Company's
stockholders and the date of any adjournment thereof, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading. The Proxy Statement and Schedules will comply as to form in all
material respects with all applicable provisions of the Exchange Act.
ARTICLE IV
COVENANTS
4.1 Conduct of Business of the Company. Except as expressly
contemplated by this Agreement, including cancellation of Company Options in
accordance with Section 4.9(a) hereof, during the period from the date of this
Agreement to the Effective Time, the Company will conduct its operations only
in, and the Company shall not take any action except in, the ordinary and usual
course of business and consistent with prior practice, and the Company shall use
its best efforts to preserve substantially intact its business organization,
goodwill, assets, permits and licenses, to keep available the services of its
current officers and employees and to maintain satisfactory relationships with
licensors, licensees, suppliers, contractors, distributors, customers and others
having business relationships with it; to comply in all material respects with
all laws, statutes, ordinances, rules and regulations applicable to the Company;
and, prior to the Effective Time, the Company covenants and agrees that it will
not, without the prior consent of NAC:
(a) split, combine or reclassify any shares of its capital stock,
declare, pay or set aside for payment any dividend or other distribution in
respect of its capital stock, or directly or indirectly redeem, purchase or
otherwise acquire any shares of its capital stock or other securities;
(b) authorize for issuance, issue, sell, pledge, dispose of or
encumber, deliver or agree or commit to issue, sell, pledge or deliver (whether
through the issuance or granting of any options, warrants, commitments,
subscriptions, rights to purchase or otherwise) any stock of any
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class of the Company or any securities convertible into or exercisable or
exchangeable for shares of stock of any class of the Company, other than the
issuance of shares pursuant to the exercise of Company Options outstanding as of
the date hereof;
(c) except as set forth in Section 4.9 and except in the ordinary
and usual course of business and consistent with past practice, incur any
material liability or obligation, issue any debt securities or assume,
guarantee, endorse or otherwise as an accommodation become responsible for, the
obligations of any other individual or entity;
(d) except as set forth in Section 4.9, adopt or amend any bonus,
profit-sharing, compensation, stock option, pension, retirement, deferred
compensation, employment or other employee benefit plan, agreement, trust, plan,
fund or other arrangement (collectively, "Compensation Plans"), or grant, or
become obligated to grant, any general increase in the compensation of officers
or employees (including any such increase pursuant to any Compensation Plan) or
any increase in the compensation payable or to become payable to any officer,
institute any new employee benefit, welfare program or Compensation Plan, make
any change in any Compensation Plan or other employee welfare or benefit
arrangement or enter into any employment or similar agreement or arrangement
with any employee;
(e) acquire (by merger, consolidation or acquisition of stock or
assets) any corporation, partnership or other business organization or division
thereof or make any material investment, either by purchase of stock or
securities, contributions to capital, property transfer, or purchase of any
material amount of properties or assets of any other individual or entity;
(f) amend the Certificate of Incorporation or Bylaws of the
Company;
(g) except in the ordinary course of business, and except for
settlements made by insurers, enter into any compromise or settlement of any
litigation, proceeding or governmental investigation relating to the Company or
its properties;
(h) change in any material respect its accounting methods,
principles or practices except as in accordance with United States generally
accepted accounting principles, consistently applied ("GAAP");
(i) revalue any of its assets, including, without limitation,
writing off notes or accounts receivable, other than in the ordinary course of
business consistent with prior practice;
(j) create, incur, assume, maintain or permit to exist any lien,
pledge, mortgage, security interest, assessment, claim, lease, charge, option,
right of first refusal, imperfection of title, easement, transfer restriction
under any shareholder or similar agreement, encumbrance or any other restriction
or limitation of any kind whatsoever ("Encumbrances") on any real, personal or
mixed property, tangible or intangible, including without limitation, any leased
property ("Property") of the Company, other than liens for federal, state or
local taxes and assessments not yet payable ("Permitted Encumbrances");
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(k) create, incur or assume any indebtedness for borrowed money,
including obligations in respect of capital leases, or guarantee any
indebtedness for borrowed money or any other obligation of any individual,
corporation, partnership, limited liability company, firm, joint venture,
association, joint stock company, trust, unincorporated organization,
governmental or regulatory authority or other entity ("Person");
(l) pay or discharge any material claim, liability or Encumbrance
(whether absolute, accrued, contingent or otherwise), or waive any right, other
than in the ordinary course of business consistent with past practice or
pursuant to binding contractual obligations of the Company in existence on the
date hereof;
(m) hire any new employees, agents, independent contractors or
consultants, except for those earning less than Fifty Thousand Dollars ($50,000)
per annum who are hired in the ordinary course of business consistent with past
practice and the then applicable Board of Directors', approved budget;
(n) authorize or make any capital expenditure inconsistent with the
then applicable Board of Directors' approved budget;
(o) issue or agree to issue any shares of its capital stock or
securities exchangeable for or convertible into such capital stock;
(p) become a party to any agreement, amend or terminate any other
agreement, contracts, leases, subleases, licenses, obligations, instruments or
other legally binding commitments, arrangements or undertakings of any kind
("Contract"), other than in the ordinary course of business and consistent with
past practice and the then applicable Board of Directors' approved budget;
(q) make any investments in noninvestment grade securities;
(r) make any loan, advance or capital contribution to or investment
by the Company in any Person, except in the ordinary course of business and
consistent with past practice;
(s) file for voluntary bankruptcy or become subject to involuntary
bankruptcy proceedings;
(t) consider or adopt a plan of complete or partial liquidation,
dissolution, rehabilitation, restructuring, recapitalization, re-domestication
or other reorganization;
(u) enter into any joint venture, partnership, managing general
agency or similar arrangement with any Person;
(v) take any action or course of action inconsistent with its
compliance with the covenants and agreements contained in this Agreement; and
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(w) take or agree to commit to take any action that would make any
representation or warranty of the Company contained herein inaccurate in any
material respect at the Effective Time or omit to take any action necessary to
prevent any such representation or warranty from being inaccurate in any
material respect at such time.
4.2 No Solicitation. The Company will not, and will use its best
efforts to ensure that its officers, directors, representatives or agents shall
not, directly or indirectly (i) solicit or initiate (including by way of
furnishing any non-public information concerning the Company's business,
properties or assets) negotiations with and (ii) subject to the exercise of
their fiduciary responsibilities on advice of counsel, participate in any
negotiations leading to any proposals or enter into any agreement with any
corporation, partnership, person or other entity or group (other than NAC) (the
"Third Party") concerning any tender offer, exchange offer, merger,
consolidation, sale of substantial assets or of a significant amount of assets,
sale of securities, liquidation, dissolution or similar transactions involving
the Company (such proposals, announcements or transactions being referred to
herein as "Acquisition Proposals"). The Company will promptly inform NAC of any
inquiry (including the terms thereof and the identity of the Third Party making
such inquiry) which it may receive in respect of an Acquisition Proposal and
furnish to NAC a copy of any such inquiry. Nothing contained herein shall be
construed to prohibit the Company from taking and disclosing to its stockholders
a position contemplated by Rule 14e-2(a)(2) or (3) promulgated under the
Exchange Act or from making such other disclosure to stockholders which, in the
judgment of the Board of Directors, on advice of counsel, may be required by
law.
4.3 Access to Information.
(a) Between the date of this Agreement and the Effective Time, the
Company will give NAC and its authorized representatives access during normal
business hours to all personnel, offices and other facilities of the Company and
to all books and records of the Company and will permit NAC to make such
inspections as it may reasonably request and will cause its officers to furnish
NAC with such financial and operating data and other information with respect to
the business and properties of the Company as NAC may from time to time
reasonably request.
(b) NAC will hold and will cause its representatives (and its
affiliates) to hold in strict confidence, unless compelled to disclose by
judicial or administrative process, or, in the opinion of its counsel, by other
requirements of law, all documents and information concerning the Company
furnished to NAC (or its affiliates) in connection with the transactions
contemplated by this Agreement (except to the extent that such information can
be shown to have been (i) known by NAC or its affiliates (other than affiliates
who are directors, officers or employees of the Company) prior to its disclosure
to NAC or its affiliates by the Company, (ii) in the public domain through no
fault of NAC or its affiliates or (iii) later lawfully acquired by NAC or its
affiliates from other sources) and will not release or disclose such information
to any other person, except in connection with this Agreement on a confidential
basis to (A) its auditors, attorneys, financial advisors, other consultants and
advisors and (B) responsible financial institutions, corporations, partnerships
and individuals in connection with the Merger. If the transactions contemplated
by this Agreement are not consummated, such confidence shall be
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maintained except to the extent such information can be shown to have been (i)
previously known by NAC or its affiliates (other than affiliates who are
directors, officers or employees of the Company) prior to its disclosure to NAC
or its affiliates by the Company, (ii) in the public domain through no fault of
NAC (or its affiliates) or (iii) later lawfully acquired by NAC (or its
affiliates) from other sources, and, if requested by the Company, NAC (or its
affiliates) will destroy or return to the Company all copies of written
information furnished by the Company to NAC or to NAC's affiliates, agents,
representatives or advisors. No investigation or access to information pursuant
to this Section 4.3 shall affect any representation or warranty made by the
Company.
4.4 Best Efforts. Upon the terms and subject to the conditions hereof,
NAC and the Company agree to use their respective best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable to consummate and make effective the transactions
contemplated by this Agreement, including providing information necessary for
inclusion in the Proxy Statement and Schedules, and shall use their respective
best efforts to obtain all waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
governmental or public bodies or authorities which are in the opinion of NAC or
the Company necessary or desirable in connection with the transactions
contemplated by this Agreement, including, without limitation, filings to the
extent required under the Exchange Act. If at any time after the Effective Time
any further action is necessary or desirable to carry out the purposes of this
Agreement, the proper officers or directors of NAC, the Company and the
Surviving Corporation shall take such action.
4.5 Public Announcements. NAC and the Company will consult with each
other before issuing any press release or otherwise making any public statements
with respect to the Merger and shall not issue any such press release or make
any such public statement prior to such consultation, except as may be required
by law.
4.6 Supplemental Information. From time to time prior to the Effective
Time, each party hereto will promptly disclose in writing to the other any
matter hereafter arising which, if existing, occurring or known at the date of
this Agreement, would have been required to be disclosed to such other party.
4.7 Schedule 13E-3 and Proxy Material; Stockholders' Meeting. NAC and
the Company will prepare and file with the Commission the documents, Schedules
and amendments and supplements thereto required to be filed with respect to the
transactions contemplated by this Agreement. The Company, acting through its
Board of Directors, shall cause a meeting of its stockholders to be duly called,
give notice of, convene and hold such meeting as soon as practicable for the
purpose, inter alia, of approving this Agreement and all actions contemplated
hereby which require the approval of the Company's stockholders. The Company
will use its best efforts to obtain and furnish the information required to be
included by it in any required Proxy Statement and, after consultation with NAC,
respond promptly to any comments of the Commission relating to any preliminary
proxy material or regarding the transactions contemplated by this Agreement and
to cause the Proxy Statement relating to the transactions contemplated by this
Agreement to be mailed to its stockholders, all at the earliest practicable
time. Whenever any event occurs which should be set forth in an amendment or
supplement to
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the Proxy Statement, Schedules or any other filing required to be made with the
Commission, each party will promptly inform the other and cooperate in filing
with the Commission and/or mailing to stockholders such amendment or supplement.
The Proxy Statement, Schedules and all amendments and supplements thereto shall
comply with applicable law and be in form and substance satisfactory to NAC and
the Company. The Board of Directors of the Company, subject to the exercise of
its fiduciary obligations, shall include in the Proxy Statement its
recommendation that stockholders of the Company vote in favor of the approval
and adoption of the Agreement and take such further actions as NAC may
reasonably request in order to secure such approval and adoption. NAC shall
cause to be present for the purpose of obtaining a quorum and shall vote, or
cause to be voted, all of the Common Shares and Preferred Shares then owned by
NAC or its affiliates in favor of the Merger at any meeting of the stockholders
of the Company.
4.8 Agreement to Defend and Indemnify.
(a) In the event any action, suit, proceeding or investigation
relating to the Merger, this Agreement or the transactions contemplated hereby
or thereby is commenced, whether before or after the Effective Time, the parties
hereto agree to cooperate and use their best efforts to defend against and
respond thereto. It is understood and agreed that the Company shall indemnify
and hold harmless, and, after the Effective Time, the Surviving Corporation
shall indemnify and hold harmless, each present and former director, officer,
employee and agent of the Company (the "Indemnified Parties") against losses,
claims, damages, liabilities, costs, expenses (including attorneys' fees),
judgments and amounts paid in settlement in connection with any threatened,
pending or completed action, suit, claim, proceeding or investigation arising
out of or pertaining to any action or omission occurring at or prior to the
Effective Time (including, without limitation, any which arise out of or relate
to the transactions contemplated by this Agreement) to the full extent permitted
or required under Delaware law and the Company's Bylaws (and the Company or the
Surviving Corporation, as the case may be, will advance expenses to each such
person to the full extent so permitted). Neither the Company, the Surviving
Corporation nor NAC shall be liable for any settlement effected by such
Indemnified Party (or group of Indemnified Parties) unless the Company, the
Surviving Corporation or NAC, respectively, have approved such settlement in
writing. Any Indemnified Party wishing to claim indemnification under this
Section 4.8, upon learning of any such claim, action, suit, proceeding or
investigation, shall notify, in writing, the Company or the Surviving
Corporation and NAC thereof; provided, however, that any failure to so notify
the Company or the Surviving Corporation and NAC shall not relieve the Company
or the Surviving Corporation and NAC of any obligation to indemnify such
Indemnified Party or of any other obligation imposed by this Section 4.8 unless
and to the extent such failure to so notify shall prejudice the position of the
Company or the Surviving Corporation.
(b) From the date of this Agreement, the Company or the Surviving
Corporation, as the case may be, shall use its best efforts to provide officers'
and directors' liability insurance covering the Indemnified Parties who were
covered by the Company's officers' and directors' liability insurance on October
21, 1999 or who become officers or directors of the Company after such date and
prior to the Effective Time with respect to actions and omissions occurring
prior to the Effective Time upon terms no less favorable to the Indemnified
Parties than such insurance
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maintained in effect by the Company on October 21, 1999 in terms of coverage and
amounts, subject to the availability of such insurance at a cost not in excess
of $82,000 per year, and if the amount of such insurance available for $82,000
per year is less than the amount in effect as of October 21, 1999, the amount of
coverage provided will be the maximum amount available for $82,000 per year. The
Surviving Corporation shall advise the Indemnified Parties at least annually as
to the amount and coverage of such insurance then in effect. Such officers' and
directors' liability insurance shall remain in full force and effect until the
third anniversary of the Effective Time.
(c) The covenants contained in this Section 4.8 shall survive the
Closing, shall continue without time limit and are intended to benefit the
Company and each of the Indemnified Parties. Subject to the requirements of the
DGCL, the Certificate of Incorporation and Bylaws of the Company and the
Surviving Corporation shall not be amended in a manner which adversely affects
the rights of the Indemnified Parties under this Section 4.8.
4.9 Option Plans. The Company shall take all steps necessary to (a)
terminate, to the extent permitted by the terms thereof, the Option Plans
immediately prior to the Effective Time, without prejudice to the rights of the
holders of Company Options and (b) grant no additional Company Options under the
Option Plans. Except as set forth below in this Section 4.9, the Company shall
use its best efforts to take all actions necessary as soon a practicable after
the date hereof (i) to cause each outstanding Company Option, whether or not
exercisable or vested, to be cancelled, as of the Effective Time and (ii) to
obtain the consent of each holder of a Company Option (whether or not then
exercisable) to the cancellation thereof, to take effect as of the Effective
Time. In exchange for the cancellation of each such Company Option, the Company
may pay in respect thereof an amount to be mutually agreed upon by NAC and the
holders of such Company Options or enter into other arrangements mutually
acceptable to NAC and the holders of such Company Options.
4.10 Deposit of Funds. Not less than ten days prior to the meeting of
the Company's stockholders at which this Agreement will be voted upon, NAC shall
cause to have deposited with a depository acceptable to the Company funds
sufficient to make the payments required by Section 1.9(a) hereof.
ARTICLE V
CONDITIONS TO THE MERGER
5.1 Conditions to Each Party's Obligation to Effect the Merger. The
respective obligations of each party to this Agreement to consummate the Merger
shall be subject to the following conditions, which may not be waived:
(a) This Agreement and the Merger shall have been approved and
adopted by the requisite vote or consent, if any, of the stockholders of the
Company required by the Company's Certificate of Incorporation and the DGCL;
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<PAGE>
(b) No order, statute, rule, regulation, executive order, stay,
decree, judgment or injunction shall have been enacted, entered, issued,
promulgated or enforced by any court or governmental authority which prohibits
or restricts the consummation of the Merger; and
(c) Chatsworth Securities LLC ("Chatsworth") shall have delivered
to the Company a written fairness opinion for inclusion in the Proxy Statement,
relating to the transactions contemplated by this Agreement.
5.2 Conditions to the Obligation of NAC to Effect the Merger. The
obligations of NAC to effect the merger shall be further subject to the
fulfillment at or prior to the Effective Time of the following conditions, any
one or more of which may be waived by NAC:
(a) The Company shall have performed and complied in all material
respects with the agreements and obligations contained in this Agreement
required to be performed and complied with by it at or prior to the Effective
Time;
(b) The representations and warranties of the Company contained in
this Agreement shall be true and correct as of the date hereof and shall be
deemed to have been made again at and as of the Effective Time and shall then be
true and correct in all material respects;
(c) All licenses, permits, consents or approvals of governmental
authorities or agencies necessary to consummate the Merger and to permit the
continuance of operations of the Company by the Surviving Corporation thereafter
shall have been received and shall be in full force and effect;
(d) The terms of the Merger shall have been approved by a majority
of the Company's disinterested directors;
(e) The terms of the Merger shall have been approved and
recommended by a majority of the Company's Board of Directors;
(f) The terms of the Merger shall have been approved by a majority
of Company's stockholders;
(g) Stockholders of the Company owning not more than five percent
(5%) of the Company's issued and outstanding shares (on an as converted basis)
shall have exercised dissenters' rights;
(h) The Company shall have obtained and provided NAC a written
opinion from Chatsworth that the terms of the Merger are fair to the Company's
stockholders; and
(i) The Company shall have obtained any and all regulatory
approvals for the consummation of the Merger, and there shall have been no
outstanding order of a court of competent jurisdiction enjoining the
consummation of the Merger.
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5.3 Conditions to the Obligations of the Company to Effect the Merger.
The obligations of the Company to effect the Merger shall be further subject to
the fulfillment at or prior to the Effective Time of the following conditions,
any one or more of which may be waived by the Company:
(a) NAC shall have performed and complied in all material respects
with the agreements and obligations contained in this Agreement required to be
performed and complied with by it at or prior to the Effective Time; and
(b) The representations and warranties of NAC contained in this
Agreement shall be true as of the date hereof, and shall be deemed to have been
made again at and as of the Effective Time and shall then be true and correct in
all material respects.
ARTICLE VI
CLOSING
6.1 Time and Place. Subject to the provisions of Articles V and VII
hereof, the closing (the "Closing") of the transactions contemplated hereby
shall take place at the offices of Venable, Baetjer, Howard & Civiletti, LLP,
1615 L Street, N.W., Suite 400, Washington, D.C. 20036, at 10:00 A.M., local
time, as soon as practicable after the meeting of stockholders referred to in
Section 4.7 hereof (the "Closing Date") or at such other place or at such other
time as NAC and the Company may mutually agree upon for the Closing to take
place.
6.2 Deliveries at the Closing. At the Closing, the Company and NAC
shall cause the Certificate of Merger to be filed and recorded in accordance
with the applicable provisions of the DGCL and shall take any and all other
lawful actions necessary to cause the Merger to become effective.
ARTICLE VII
TERMINATION AND ABANDONMENT
7.1 Termination. This Agreement may be terminated and the Merger
contemplated hereby may be abandoned at any time prior to the Effective Time,
whether before or after approval of the Merger by the stockholders of the
Company:
(a) By mutual consent of the Boards of Directors of NAC and the
Company;
(b) If NAC and the Company shall mutually agree that there shall be
threatened, instituted or pending any action, proceeding or counterclaim by or
before any court of competent jurisdiction or governmental administrative or
regulatory agency or commission which, in the mutual agreement of NAC and the
Company, might permanently restrain, enjoin or otherwise prohibit the
transactions contemplated by this Agreement;
(c) By either NAC or the Company:
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(i) If the Effective Time shall not have occurred by June 30,
2000;
(ii) If a court of competent jurisdiction or governmental,
regulatory or administrative agency or commission shall have
issued an order, decree or ruling or taken any other action
which has not been lifted (which order, decree or ruling the
parties hereto shall use their best efforts to lift), in each
case permanently restraining, enjoining or otherwise
prohibiting the transactions contemplated by this Agreement;
(iii) If there has been a material failure to perform or comply with
any of the covenants, obligations, agreements or conditions
required in this Agreement to be performed or complied with by
the other party and such nonperformance or noncompliance shall
not have been cured or eliminated promptly or by its nature
cannot be cured or eliminated promptly; or
(iv) By either party if the other shall have breached any of its
representations or warranties contained in this Agreement,
which breach (A) is incapable of being cured by the breaching
party or (B) would give rise to failure of the conditions set
forth in Article V.
7.2 Procedure and Effect of Termination. In the event of termination
and abandonment of the Merger by the Company or NAC or both pursuant to Section
7.1 hereof, written notice thereof shall forthwith be given to the other and
this Agreement shall terminate and the Merger shall be abandoned, without
further action by any of the parties hereto. If this Agreement is terminated as
provided herein:
(a) Upon request therefor, each party will redeliver any and all
documents, work papers and other material of any other party relating to the
transactions contemplated hereby, whether obtained before or after the execution
hereof, to the party furnishing the same; and
(b) No party hereto shall have any liability or further obligation
to any other party to this Agreement except that the provisions of this Section
7.2 and Sections 4.3(b) and 4.8 hereof, shall remain in full force and effect.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Survival of Representations, Warranties, Covenants and Agreements.
The respective representations, warranties, covenants and agreements of the
parties hereto, other than those contained in Sections 1.8, 1.9, 4.3(b) and 4.8
hereof, shall not survive the Effective Time.
8.2 Amendment, Modification and Waiver. Subject to applicable law, this
Agreement may not be amended except by written agreement with the approval of
the Boards of Directors of NAC and the Company, before or after the meeting of
stockholders of the Company, at any time
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prior to the Effective Time with respect to any of the terms contained herein,
except that the price per Common Share or Preferred Share to be paid pursuant to
this Agreement to the holders of Common Shares or Preferred Shares shall in no
event be decreased and the form of consideration to be received by the holders
of such Common Shares or Preferred Shares in the Merger shall in no event be
altered without the approval of such holders. The waiver of any term or
condition in this Agreement shall only be effective if in writing and shall not
be construed as a waiver of any subsequent breach or waiver of the same term or
condition, or a waiver of any other term or condition of this Agreement. Any
failure or delay on the part of either party in exercising any power or right
hereunder shall not operate as a waiver thereof, nor shall any single or partial
exercise of any other right or power hereunder.
8.3 Waiver of Compliance; Consents. Any failure of NAC, on the one
hand, or the Company, on the other hand, to comply with any obligation,
covenant, agreement or condition herein may be waived in writing by the Company
or NAC, respectively, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure. Whenever this Agreement requires or permits consent by or on behalf of
either party hereto, such consent shall be given in writing in a manner
consistent with the requirements for a waiver of compliance as set forth in this
Section 8.3.
8.4 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
either party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
8.5 Fees and Expenses. Whether or not the Merger is consummated, all
costs and expenses incurred in connection with the Merger, this Agreement and
the transactions contemplated hereby will be paid by the party incurring such
expenses.
8.6 No Third Party Beneficiaries. Except for the provisions of this
Agreement relating to Indemnified Parties, this Agreement shall be binding upon
and inure solely to the benefit of each party hereto and their permitted
successors, and nothing in this Agreement, express or implied, is intended to
confer upon any other person or entity any legal or equitable rights benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
8.7 Additional Agreements. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In case at any time after the Effective Time any further action is necessary or
desirable to carry
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out the purposes of this Agreement, the proper officers and directors of each
corporation which is a party to this Agreement shall take all such necessary
action.
8.8 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given or made as of (i) the date delivered
personally against written receipt or (ii) five days after mailing if mailed by
registered or certified mail (return receipt requested); to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
(a) if to NAC:
NNI Acquisition Corporation
c/o Crown Communications Corporation
650 Massachusetts Avenue, N.W.
Washington, DC 20001
Attn: President
Facsimile: (202) 408-8496
with a copy under separate cover to:
Arthur E. Cirulnick, Esquire
Venable, Baetjer, Howard & Civiletti, LLP
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Facsimile: (202) 429-3231
(b) if to the Company:
The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: President
Facsimile: (202) 289-6632
with a copy under separate cover to:
Robert Kostecka, Esquire
Caplan, Buckner, Rohrbaugh & Kostecka Chtd.
3 Bethesda Metro, Suite 430
Bethesda, MD 20814
Facsimile: (301) 718-8358
8.9 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the conflict
of laws rules thereof.
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8.10 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
8.11 Headings. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not affect in any way the meaning or interpretation of
this Agreement.
8.12 Entire Agreement. This Agreement, including the exhibits hereto
and the documents and instruments referred to herein, constitutes the entire
agreement of the parties hereto in respect of the subject matter contained
herein. There are no agreements, restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or
referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above on its behalf by its
duly authorized officers.
THE NOSTALGIA NETWORK, INC.
By: /s/ Squire Rushnell
--------------------------------------
Name: Squire Rushnell
--------------------------------------
Title: President and Chief Executive Officer
--------------------------------------
NNI ACQUISITION CORPORATION
By: /s/ Dong Moon Joo
--------------------------------------
Name: Dong Moon Joo
--------------------------------------
Title: President
--------------------------------------
<PAGE>
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
THE NOSTALGIA NETWORK, INC.
The Nostalgia Network, Inc., a corporation existing under the laws of
the State of Delaware, hereby certifies as follows:
1. The name of the corporation is THE NOSTALGIA NETWORK, INC.
2. The original Certificate of Incorporation of this corporation was
filed with the Secretary of State of the State of Delaware on July 15, 1987.
Certificate of Ownership and Merger was filed with the Secretary of State of the
State of Delaware on October 9, 1987 and Certificates of Amendment of the
Certificate of Incorporation of this corporation were filed with the Secretary
of State of the State of Delaware on October 25, 1990 and June 15, 1992.
3. This Restated Certificate of Incorporation restates and integrates
and further amends the provisions of the Certificate of Incorporation of the
Corporation (as previously amended) and has been adopted pursuant to the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware.
4. The Certificate of Incorporation of the corporation is hereby
further amended and restated to read in its entirety as follows:
FIRST: The name of the corporation is THE NOSTALGIA NETWORK, INC.
SECOND: The name of the registered agent and the address of the
registered office of the Corporation in the State of Delaware is The Corporation
Trust Company, Corporation Trust Center, 1209 N. Orange Street, Wilmington,
Delaware 19801, County of New Castle.
THIRD: The purposes of the Corporation are to engage in, promote,
conduct and carry on any lawful acts or activities for which corporations may be
organized under the Delaware General Corporate Law of the State of Delaware, as
amended (the "DGCL").
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Ten Thousand (10,000) shares of Common Stock, par
value One Cent ($0.01) per share.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: The private property or assets of the stockholders of the
Corporation shall not to any extent whatsoever be subject to the payment of the
debts of the Corporation.
SEVENTH: Elections of directors need not be by written ballot unless
otherwise provided in the Bylaws of the Corporation.
<PAGE>
EIGHTH: The number of directors of the Corporation shall be such number
as from time to time shall be fixed by, or in the manner provided in, the Bylaws
of the Corporation. None of the directors need be a stockholder or a resident of
the State of Delaware.
NINTH: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.
All references in this paragraph to a director shall also be deemed to refer to
any other person who, pursuant to a provision of the certificate of
incorporation in accordance with Section 141 subsection (a) of the DGCL,
exercises or performs any of the powers or duties otherwise conferred or imposed
upon the board of directors by the DGCL. No amendment to or repeal of this
Article NINTH shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
TENTH: In furtherance and not in limitation of the rights, powers,
privileges and discretionary authority granted or conferred by DGCL or other
statutes or laws of the State of Delaware, the Board of Directors is expressly
authorized:
A. To make, amend, alter or repeal the Bylaws of the Corporation;
B. To authorize and cause to be executed mortgages and liens upon
the real and personal property of the Corporation;
C. To set apart out of any funds of the Corporation available for
dividends, a reserve or reserves for any proper purpose and to reduce
any such reserve in the manner in which it was created; and
D. To adopt from time to time Bylaw provisions with respect to
indemnification of directors, officers, employees, agents and other
persons as it shall deem expedient and in the best interests of the
Corporation and to the extent permitted by law.
ELEVENTH: The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the Bylaws of the Corporation.
TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions herein contained, in the manner now or hereafter
prescribed by statute, and all rights, powers, privileges and discretionary
authority granted or conferred herein upon stockholders or directors are granted
subject to this reservation.
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5. This Amended and Restated Certificate of Incorporation has been duly
approved and adopted by the Board of Directors of this Corporation.
6. This Amended and Restated Certificate of Incorporation has been duly
adopted of the stockholders of the Corporation in accordance with the provisions
of Sections 228, 242 and 245 of the DGCL.
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<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed and executed in its corporate
name by Squire D. Rushnell, its President, and affirmed and acknowledged by
Willard R. Nichols, its Secretary, this ___ day of _____________________, _____.
THE NOSTALGIA NETWORK, INC.
By:
----------------------------------
Name: Squire D. Rushnell
Its: President
ATTEST:
- --------------------------------------
Willard R. Nichols, Secretary
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