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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13e-100)
AMENDMENT NO. 1
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13 e-3 THEREUNDER
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
THE NOSTALGIA NETWORK, INC.
(NAME OF THE ISSUER)
THE NOSTALGIA NETWORK, INC.
AND
NNI ACQUISITION CORPORATION ("NNI")
CROWN COMMUNICATIONS CORPORATION ("CROWN")
CONCEPT COMMUNICATIONS, INC. ("CONCEPT")
CROWN CAPITAL CORPORATION ("CAPITAL")
(ACQUISITION, CROWN, CONCEPT AND CAPITAL ARE COLLECTIVELY REFERRED TO HEREIN AS
THE "CONCEPT GROUP")
(NAME OF THE PERSON(S) FILING STATEMENT)
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<S> <C>
COMMON STOCK 669 752107
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
</TABLE>
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<TABLE>
<S> <C>
SQUIRE RUSHNELL, PRESIDENT DONG MOON JOO, PRESIDENT
THE NOSTALGIA NETWORK, INC. CROWN COMMUNICATIONS CORPORATION
650 MASSACHUSETTS AVENUE, N.W. 650 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20001 WASHINGTON, D.C. 20001
(202) 789-2124
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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COPIES TO:
ARTHUR E. CIRULNICK, ESQUIRE
VENABLE, BAETJER, HOWARD & CIVILETTI, LLP
1615 L STREET, N.W., SUITE 400
WASHINGTON, D.C. 20036-5612
(202) 452-8600
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
CALCULATION OF FILING FEE
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<CAPTION>
TRANSACTION VALUATION AMOUNT OF FILING FEE
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<S> <C>
1,441,958.77 $288.40
</TABLE>
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $288.40
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: The Nostalgia Network, Inc.
Date Filed: February 2, 2000
</TABLE>
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INTRODUCTION
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(as so amended, this "Schedule 13E-3") is being filed jointly by The Nostalgia
Network, Inc., a Delaware corporation ("Nostalgia" or the "Company"), and the
Concept Group, pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 13e-3 thereunder, in connection with
the proposed merger (the "Merger") of NNI with and into the Company pursuant to
an Agreement and Plan of Merger, dated as of January 11, 2000 (the "Merger
Agreement"), by and between the Company and NNI. This Schedule 13E-3 amends and
restates the Rule 13e-3 Transaction Statement dated February 2, 2000 filed in
connection with the Merger.
In the Merger and pursuant to the terms and conditions set forth in the
Merger Agreement, NNI will merge with and into the Company, with the Company as
the surviving corporation. At the effective time of the Merger as defined in the
Merger Agreement (the "Effective Time"):
1. Each issued and outstanding share of common stock, par value $.04
per share, of the Company (the "Common Stock"), other than Common Stock
held by NNI or stockholders exercising their appraisal rights, will be
converted into and become the right to receive $0.07 per share of Common
Stock in cash, without interest.
2. Each issued and outstanding share of preferred stock, par value
$2.00, of the Company (the "Preferred Stock"), other than Preferred Stock
held by NNI or stockholders exercising their appraisal rights, will be
converted into and become the right to receive $7.00 per share of Preferred
Stock in cash, without interest.
3. Each share of Common and Preferred Stock owned by NNI, or held in
the treasury of the Company immediately prior to the Effective Time, will
be cancelled and cease to exist at and after the Effective Time, and no
consideration will be paid with respect thereto.
4. Finally, each share of common stock of NNI that is issued and
outstanding immediately prior to the filing of the Certificate of Merger
will be converted into and represent the right to receive one fully paid
and nonassessable share of newly issued common stock of the Company, par
value $0.01 per share, and such shares of the Company shall constitute the
only issued shares of the Company.
Concurrently with the filing of this Schedule 13E-3, the Company is filing
an amended proxy statement on Schedule 14A (as amended, the "Proxy Statement")
pursuant to which the stockholders of the Company will be given notice of the
Merger. The Proxy Statement is incorporated herein by reference. The information
set forth in the Proxy Statement, including all schedules, exhibits and
appendices thereto, is hereby expressly incorporated herein by reference and the
responses to each item in this Schedule 13E-3 are qualified in their entirety by
the information contained in the Proxy Statement and the schedules, exhibits and
appendices thereto. Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET
Item 1001 (Reg. M-A)
The information set forth in the section entitled "SUMMARY TERM SHEET" of
the Proxy Statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
Item 1002 (Reg. M-A)
(a) The information set forth in the section entitled "SUMMARY TERM
SHEET -- The Companies -- Nostalgia" of the Proxy Statement is incorporated
herein by reference.
(b) The information set forth in the section entitled "SUMMARY TERM
SHEET -- Vote Required" of the Proxy Statement is incorporated herein by
reference.
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(c), (d) The information set forth in the section entitled "COMPARATIVE PER
SHARE MARKET INFORMATION" of the Proxy Statement is incorporated herein by
reference.
(e) No filing person has made an offering of the type described in Item
1002(e) of Regulation M-A.
(f) None of Nostalgia, Capital, Crown or Concept has purchased any
securities of Nostalgia in the past two years. NNI did not purchase any
Nostalgia securities prior to becoming an affiliate of Nostalgia.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Item 1003 (a)-(c) (Reg. M-A)
(a)-(c) The information set forth in the section entitled "SUMMARY TERM
SHEET -- The Companies" of the Proxy Statement is incorporated herein by
reference. The filing persons consist of Nostalgia, which is the subject
company, and the Concept Group, which consists of affiliates of Nostalgia. The
information set forth in the cover page and the sections entitled "THE CONCEPT
GROUP" and "BUSINESS OF NOSTALGIA -- Directors and Executive Officers" of the
Proxy Statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
Item 1004 (a), (c)-(f) (Reg. M-A)
(a) The information set forth in the sections entitled "SUMMARY TERM
SHEET -- The Merger," "SUMMARY TERM SHEET -- Vote Required," "SUMMARY TERM
SHEET -- Reasons for the Merger," "SUMMARY TERM SHEET - Federal Income Tax
Consequences," "SUMMARY TERM SHEET -- Accounting Treatment," "SPECIAL
FACTORS -- Purpose of the Merger," "SPECIAL FACTORS -- Reasons for the Merger,"
"SPECIAL FACTORS -- Federal Income Tax Consequences," "SPECIAL
FACTORS -- Federal Income Tax Consequences," "ACCOUNTING TREATMENT," and the
"MERGER AGREEMENT" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in the section entitled "SPECIAL
FACTORS -- Effect of the Merger on the Rights of Existing Stockholders" of the
Proxy Statement is incorporated herein by reference.
(d) The information set forth in the sections entitled "SUMMARY TERM
SHEET -- Appraisal Rights" and "APPRAISAL RIGHTS" of the Proxy Statement and
Appendix C to the Proxy Statement is incorporated herein by reference.
(e) No provision of the type described in Item 1004(e) of Regulation M-A
has been made.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 1005 (a)-(c) and (e) (Reg. M-A)
(a) The information set forth in the sections entitled "SECURITY OWNERSHIP
OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" and "CERTAIN TRANSACTIONS AND
RELATIONSHIPS" of the Proxy Statement are incorporated herein by reference.
(b) Except as described in the Section entitled "THE MERGER -- Background
of the Merger" of the Proxy Statement, no significant corporate events of the
type described in Item 1005(b) of Regulation M-A have occurred during the past
two years.
(c) The information set forth in the section entitled "THE
MERGER -- Background" of the Proxy Statement is incorporated herein by
reference.
(e) The information set forth in the sections entitled "SECURITY OWNERSHIP
OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" and "CERTAIN TRANSACTIONS AND
RELATIONSHIPS" of the Proxy Statement is incorporated herein by reference.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 1006(b), (c)(1)-(8) (Reg. M-A)
(b) The information in the section entitled "SPECIAL FACTORS -- Effect of
the Merger on the Rights of Existing Stockholders" of the Proxy Statement is
incorporated herein by reference.
(c) The information in the sections entitled "SUMMARY TERM SHEET -- The
Merger," SUMMARY TERM SHEET -- Consequences of the Merger," "SPECIAL
FACTORS -- Effect of the Merger on the Rights of Existing Stockholders," and
"SPECIAL FACTORS -- Effect of the Merger on Nostalgia and the Concept Group" of
the Proxy Statement is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Item 1013 (Reg. M-A)
(a)-(c) The information set forth in the sections entitled "SUMMARY TERM
SHEET - Reasons for the Merger," "SPECIAL FACTORS -- Purpose of the Merger," and
SPECIAL FACTORS -- Purpose of the Merger" of the Proxy Statement is incorporated
by reference
(d) The information set forth in the sections entitled SUMMARY TERM
SHEET -- Consequences of the Merger," "SUMMARY TERM SHEET -- Federal Income Tax
Consequences," SPECIAL FACTORS -- Effect of the Merger on the Rights of Existing
Stockholders" "SPECIAL FACTORS -- Effect of the Merger on Nostalgia and the
Concept Group," and "SPECIAL FACTORS -- Federal Income Tax Consequences" of the
Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
Item 1014 (Reg. M-A)
(a), (b) The information set forth in the sections entitled "SUMMARY TERM
SHEET -- Recommendations of the Special Committee and Nostalgia's Board of
Directors," "SUMMARY TERM SHEET -- Reasons for the Merger; Fairness
Considerations," "SUMMARY TERM SHEET -- Fairness Opinion of Chatsworth
Securities, LLC," "SUMMARY TERM SHEET -- Valuations Analyses of Daniels &
Associates, L.P.," and "SPECIAL FACTORS -- Reasons for the Merger; Fairness
Considerations" of the Proxy Statement is incorporated herein by reference.
(c), (d) The Merger is not structured so that the approval of at least a
majority of unaffiliated stockholders is required. The nonemployee directors
have not retained an unaffiliated representative to act solely on behalf of
Nostalgia's unaffiliated stockholders. The information set forth in the section
entitled "SUMMARY TERM SHEET -- Reasons for the Merger" of the Proxy Statement
is incorporated herein by reference.
(e) The information set forth on the cover page and in the section entitled
"SUMMARY TERM SHEET -- Recommendations of the Special Committee and Nostalgia's
Board of Directors" of the Proxy Statement is incorporated herein by reference.
(f) During the past two years, Nostalgia has not received any firm offers
of the type described in paragraph (viii) of Instruction 2 to Item 1014.
ITEM 9. REPORTS, OPINION, APPRAISALS AND NEGOTIATIONS
Item 1015 (Reg. M-A)
(a), (b) The information set forth in the sections entitled "SUMMARY TERM
SHEET -- Recommendations of the Special Committee and Nostalgia's Board of
Directors," "SUMMARY TERM SHEET -- Fairness Opinion of Chatsworth Securities,
LLC," "SUMMARY TERM SHEET -- Valuation Analyses of Daniels & Associates, L.P.,"
and "SUMMARY TERM SHEET -- Fairness Opinion of Financial Advisor to Crown," of
the Proxy Statement and in Appendices B, D(1) and D(2) to the Proxy Statement is
incorporated herein by reference.
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(c) The opinion of Chatsworth Securities, LLC has been provided as Appendix
B to the Proxy Statement. The valuation analyses of Daniels and Associates, L.P.
have been provided as Appendices D(1) and D(2) to the Proxy Statement.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 1007 (Reg. M-A)
(a)-(d) The information set forth in the section entitled "Financing,
Expenses and Fees" of the Proxy Statement is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 1008 (Reg. M-A)
(a) The information set forth in the section entitled "SECURITY OWNERSHIP
OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in the section entitled "CERTAIN TRANSACTIONS
AND RELATIONSHIPS" of the Proxy Statement is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
Item 1012(d), (e) (Reg. M-A)
(d), (e) The information set forth in the sections entitled "SUMMARY TERM
SHEET -- Vote Required," "SUMMARY TERM SHEET -- Recommendations of the Special
Committee and Nostalgia's Board of Directors," "SPECIAL
FACTORS -- Recommendations of the Board of Directors," and "SPECIAL
FACTORS -- Vote Required" of the Proxy Statement is incorporated herein by
reference.
ITEM 13. FINANCIAL STATEMENTS
Item 1010(a), (b) (Reg. M-A)
(a) The information set forth in the section entitled "SELECTED FINANCIAL
DATA" of the Proxy Statement and the financial information provided in Appendix
F to the Proxy Statement is incorporated herein by reference.
(b) The filing persons do not believe that the pro forma information
described by Item 1010(b) of Regulation M-A is material because the unaffiliated
stockholders of Nostalgia are only receiving cash consideration in the Merger.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Item 1009 (Reg. M-A)
(a) Not applicable.
(b) The information set forth in the section entitled "SPECIAL
FACTORS -- Background" of the Proxy Statement is incorporated herein by
reference.
ITEM 15. ADDITIONAL INFORMATION
Item 1011(b) (Reg. M-A)
(b) Not applicable.
ITEM 16. EXHIBITS
Item 1016(a)-(d), (f), (g) (Reg. M-A)
(a) The Proxy Statement of Nostalgia filed as of the date hereof is
incorporated herein by reference.
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(b) The information set forth in Exhibits 23.0 and 23.1 to Amendment No. 23
to Schedule 13D of Nostalgia filed on January 10, 1994 is incorporated herein by
reference. The information set forth in Exhibit 27.0 to Amendment No. 27 to
Schedule 13D of Nostalgia filed on April 11, 1995 is incorporated herein by
reference
(c) The information set forth in Appendices B, D(1) and D(2) to the Proxy
Statement is incorporated herein by reference.
(d) The information set forth in Exhibit 10(i) (1987 Stock Option Plan) to
Nostalgia's Annual Report on Form 10-K of Nostalgia for the year end December
31, 1987, Exhibit 10(TT) (1990 Stock Option Plan) to Nostalgia's Annual Report
on Form 10-K for the year ended December 31, 1990 and Exhibit 10.21 (Stock
Option Agreement with SQuire Rushnell) to Nostalgia's Annual Report on Form 10-K
for the year ended December 31, 1999 is incorporated herein by reference.
(f) The information set forth in Appendix C of the Proxy Statement is
incorporated herein by reference.
(g) Not applicable.
Dated: July 27, 2000
THE NOSTALGIA NETWORK, INC.
/s/ WILLARD R. NICHOLS
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By: Willard R. Nichols, Vice President
General Counsel and Secretary
CONCEPT COMMUNICATIONS, INC.
/s/ WERNER SEUBERT
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By: Werner Seubert, Vice President
CROWN COMMUNICATIONS CORPORATION
/s/ WERNER SEUBERT
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By: Werner Seubert, Vice President
CROWN CAPITAL CORPORATION
/s/ WERNER SEUBERT
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By: Werner Seubert, Vice President
NNI ACQUISITION CORPORATION
/s/ WERNER SEUBERT
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By: Werner Seubert, Vice President
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