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. 70)
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
August 21, 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 22 Pages)
<PAGE>
CUSIP No. 669 752107 Page 2 of 22 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 22 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 22 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>
CUSIP No. 669 752107 Page 5 of 22 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>
CUSIP No. 669 752107 Page 6 of 22 Pages
13D
This Amendment No. 70 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 (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 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following at
the end of the text thereof:
On August 21, 2000, Communications loaned $1,250,000 to the
Issuer (as further discussed in Item 4 below) from funds obtained by
Communications from Atlantic Video.
On September 22, 2000, Communications loaned $1,250,000 to the
Issuer (as further discussed in Item 4 below) from funds obtained by
Communications from Atlantic Video.
On October 4, 2000, Communications transferred to NAC (the
"Funds Transfer") $500,000 (the "Transferred Funds") from funds obtained by
Communications from Atlantic Video.
The Reporting Persons understand from Atlantic Video that all
or substantially all of the amounts loaned by Atlantic Video to Communications
on August 21 and September 22, 2000 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 attending the following at
the end of the text under the caption "Certain Loans to the Issuer":
On August 21, 2000, Communications loaned to the Issuer $1,250,000, and
the Issuer delivered to Communications a promissory note in like amount (the
"August 21, 2000 Promissory Note"). The August 21, 2000 Promissory Note is
payable on January 1, 2001, together with interest, at an annual rate equal to
the Prime Rate, as published in the Wall Street Journal on August 21, 2000. The
August 21, 2000 Promissory Note is secured under the terms of the Communications
Security Agreement.
The foregoing description of the August 21, 2000 Promissory Note is
qualified in its entirety by the text of the August 21, 2000 Promissory Note
which is attached hereto as Exhibit 70.1 and is incorporated herein by
reference.
On September 22, 2000, Communications loaned to the Issuer $1,250,000,
and the Issuer delivered to Communications a promissory note in like amount (the
"September 22, 2000 Promissory Note"). The September 22, 2000 Promissory Note is
payable on January 1, 2001, together with interest, at an annual rate equal to
the Prime Rate, as published in the Wall Street Journal on September 22, 2000.
<PAGE>
CUSIP No. 669 752107 Page 7 of 22 Pages
13D
The September 22, 2000 Promissory Note is secured under the terms of the
Communications Security Agreement.
The foregoing description of the September 22, 2000 Promissory Note is
qualified in its entirety by the text of the September 22, 2000 Promissory Note
which is attached hereto as Exhibit 70.2 and is incorporated herein by
reference.
Item 4 is hereby further amended and supplemented by adding the
following at the end of the text under the sub-caption "Expenses" under the
caption "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)."
Amendment
On October 4, 2000, NAC and the Issuer entered into Amendment 1 to
Agreement and Plan of Merger (the "Amendment"). The purpose of the Amendment was
to extend from June 30, 2000 to December 31, 2000 the time allowed to NAC and
the Issuer to consummate the Merger before either NAC or the Issuer has the
right to terminate the Merger Agreement.
The foregoing description of the Amendment is qualified in its entirety
by the text of the Amendment which is attached hereto as Exhibit 70.3 and is
incorporated herein by reference.
Item 4 is hereby further amended and supplemented by adding the
following at the end of the text thereof:
Letter Agreement Regarding Funding of Merger Consideration
The purpose of the Funds Transfer was to provide NAC with the funds it
will pay for the purchase of all of the outstanding Common Stock and Preferred
Stock of the Issuer not held by the Reporting Persons pursuant to the Merger
Agreement. Communications and NAC entered into a letter agreement on October 4,
2000 (the "October 4, 2000 Letter Agreement"), pursuant to which Communications
can demand an unconditional return of the Transferred Funds if the Merger is not
consummated by December 31, 2000. Moreover, pursuant to the October 4, 2000
Letter Agreement, Crown has the right to demand the immediate and unconditional
return of the amount by which $500,000 exceeds the amounts to be paid by NAC for
all of the outstanding Common Stock and Preferred Stock of the Issuer not held
by the Reporting Persons.
The foregoing description of the October 4, 2000 Letter Agreement is
qualified in its entirety by the text of the October 4, 2000 Letter Agreement
which is attached hereto as Exhibit 70.4 and is incorporated herein by
reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 is hereby amended and supplemented by incorporating therein the
information set forth under Item 4 in this Amendment No. 70.
<PAGE>
CUSIP No. 669 752107 Page 8 of 22 Pages
13D
Item 7. Items to be Filed as Exhibits
Exhibit Description
-------- -------------------------------------------------------------
70.1 Promissory Note dated August 21, 2000 made by The Nostalgia
Network, Inc. to Crown Communications Corporation in the
principal amount of $1,250,000
70.2 Promissory Note dated September 22, 2000 made by The
Nostalgia Network, Inc. to Crown Communications Corporation
in the principal amount of $1,250,000
70.3 Amendment 1 to Agreement and Plan of Merger dated October 4,
2000, by and between NNI Acquisition Corporation and The
Nostalgia Network, Inc.
70.4 Letter Agreement dated October 4, 2000 by and between Crown
Communications Corporation and NNI Acquisition Corporation.
<PAGE>
CUSIP No. 669 752107 Page 9 of 22 Pages
13D
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this amendment is true, complete and correct.
Dated: October 6, 2000
CONCEPT COMMUNICATIONS, INC.
By:/s/ Werner G. Seubert
-----------------------------------------
CROWN COMMUNICATIONS CORPORATION
By:/s/ Werner G. Seubert
-----------------------------------------
CROWN CAPITAL CORPORATION
By:/s/ Werner G. Seubert
-----------------------------------------
NNI ACQUISITION CORPORATION
By:/s/ Werner G. Seubert
-----------------------------------------
<PAGE>
CUSIP No. 669 752107 Page 10 of 22 Pages
13D
Exhibit Index
Exhibit Description Page
-------- ---------------------------------------------------- ------
70.1 Promissory Note dated August 21, 2000 made by The
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $1,250,000 11
70.2 Promissory Note dated September 22, 2000 made by
The Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $1,250,000 16
70.3 Amendment 1 to Agreement and Plan of Merger dated
October 4, 2000, by and between NNI Acquisition
Corporation and The Nostalgia Network, Inc. 21
70.4 Letter Agreement dated October 4, 2000 by and
between Crown Communications Corporation and NNI
Acquisition Corporation. 22
<PAGE>
CUSIP No. 669 752107 Page 11 of 22 Pages
13D
Exhibit 70.1
PROMISSORY NOTE
$1,250,000.00 Washington, D.C.
Maturity Date: January 1, 2001 August 21, 2000
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK, INC. a
Delaware corporation ("Maker"), hereby promises to pay to the order of CROWN
COMMUNICATIONS CORPORATION, a Delaware corporation, or any subsequent holder or
holders ("Holder") of this Promissory Note (this "Note"), at 650 Massachusetts
Avenue, N.W., Washington, D.C. 20001, or at such other place as Holder may from
time to time designate in writing, the principal sum of one million two hundred
fifty thousand dollars ($1,250,000.00), together with all accrued interest on
such outstanding balance, in accordance with the terms and provisions of this
Note.
1. Interest; Payments. Interest shall accrue on the unpaid principal
balance of this Note (as well as on all accrued and unpaid interest) from and
after the date of this Note at a per annum rate equal to the Prime Rate as
published in the Wall Street Journal on August 21, 2000, compounded monthly. The
principal balance, together with all unpaid interest accrued thereon, shall be
due and payable on January 1, 2001 (the "Maturity Date").
2. Payments. All payments by Maker hereunder shall be applied (i) first
to any collection costs pursuant to Paragraph 8 hereof, (ii) second to the
interest due and unpaid under this Note, and (iii) thereafter, to any principal
owing under this Note.
3. Prepayment. Maker shall have the right to prepay, in part or in
full, without penalty, this Note (together with all accrued interest to the date
of prepayment on the amount of principal thus prepaid) at any time or times.
4. Waiver Regarding Notice. Maker waives presentment, demand and
presentation for payment, protest and notice of protest, and, except as
otherwise specifically provided herein, any other notices of whatever kind or
nature, bringing of suit and diligence in taking any action to collect any sums
owing hereunder. From time to time, without in any way affecting the obligation
of Maker to pay the outstanding principal balance of this Note and any interest
accrued thereon and fully to observe and perform the covenants and obligations
of Maker under this Note, without giving notice to, or obtaining the consent of,
Maker, and without any liability whatsoever on the part of Holder, Holder may,
at its option, extend the time for payment of interest hereon and/or principal
of this Note, reduce the payments hereunder, release anyone liable on this Note
or accept a renewal of this Note, join in any extension or subordination, or
exercise any right or election hereunder. No one or more of such actions shall
constitute a
<PAGE>
CUSIP No. 669 752107 Page 12 of 22 Pages
13D
novation or operate to release any party liable for or under this Note, either
as Maker or otherwise.
5. Events of Default. Each of the following shall constitute an "Event
of Default" hereunder:
(a) Maker's failure to make any required payment of principal and/or
interest under this Note, or any other amount due and payable under this Note,
which failure continues for a period of ten (10) days after written notice of
such failure is sent by Holder to Maker;
(b) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Holder dated as of March 21, 1997,
as amended (the "Security Agreement");
(c) The occurrence of an event of default under any outstanding
promissory notes by Maker payable to Concept Communications, Incorporated, a
Delaware corporation ("Concept");
(d) The occurrence of an event of default under any outstanding
promissory notes by Maker payable to Holder;
(e) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Concept dated as of January 4, 1996;
(f) Maker's failure to perform any other obligation (other than one
that can be satisfied with the payment of money) required under this Note, and
the continuation of such failure for a period of ten (10) days after Holder
gives Maker written notice of such failure to perform; and
(g) Maker's insolvency, general assignment for the benefit of
creditors, or the commencement by or against Maker of any case, proceeding, or
other action seeking reorganization, arrangement, adjustment, liquidation,
dissolution, or composition of Maker's debts under any law relating to
bankruptcy, insolvency, or reorganization, or relief of debtors, or seeking
appointment of a receiver, trustee, custodian, or other similar official for
Maker or for all or any substantial part of Maker's assets.
6. Acceleration. Upon the occurrence of an Event of Default, Holder
shall have the right to cause the entire unpaid principal balance, together with
all accrued interest thereon, reasonable attorneys' and paralegal' fees and all
fees, charges, costs and expenses, if any, owed by Maker to Holder, to become
immediately due and payable in full by giving written notice to Maker.
7. Remedies. Upon the occurrence of an Event of Default, Holder may
avail itself of any legal or equitable rights which Holder may have at law or in
equity or under this Note, including, but not limited to, the right to
accelerate the indebtedness due under this Note as
<PAGE>
CUSIP No. 669 752107 Page 13 of 22 Pages
13D
described in the preceding sentence. The remedies of Holder as provided herein
shall be distinct and cumulative, and may be pursued singly, successively or
together, at the sole discretion of Holder, and may be exercised as often as
occasion therefor shall arise. Failure to exercise any of the foregoing options
upon the occurrence of an Event of Default shall not constitute a waiver of the
right to exercise the same or any other option at any subsequent time in respect
to the same or any other Event of Default, and no single or partial exercise of
any right or remedy shall preclude other or further exercise of the same or any
other right or remedy. Holder shall have no duty to exercise any or all of the
rights and remedies herein provided or contemplated. The acceptance by Holder of
any payment hereunder that is less than payment in full of all amounts due and
payable at the time of such payment shall not constitute a waiver of the right
to exercise any of the foregoing rights or remedies at that time, or nullify any
prior exercise of any such rights or remedies without the express written
consent of Holder.
8. Expenses of Collection. If this Note is referred to an attorney for
collection, whether or not any other action has been instituted or taken to
enforce or collect under this Note, Maker shall pay all of Holder's costs, fees
(including reasonable in-house and outside attorneys' and paralegal' fees) and
expenses in connection with such referral.
9. Governing Law. The provisions of this Note shall be governed and
construed according to the law of the District of Columbia, without giving
effect to its conflicts of law provisions.
10. Security. Payment of the indebtedness evidenced by this Note is
secured by certain assets of Maker pledged to Holder pursuant to the Security
Agreement.
11. No Waiver. Neither any course of dealing by Holder nor any failure
or delay on its part to exercise any right, power or privilege hereunder shall
operate as a waiver of any right or remedy of Holder hereunder unless said
waiver is in writing and signed by Holder, and then only to the extent
specifically set forth in said writing. A waiver as to one event shall not be
construed as a continuing waiver by Holder or as a bar to or waiver of any right
or remedy by Holder as to any subsequent event.
12. Notices.
(a) All notices hereunder shall be in writing and shall either be
hand delivered, with receipt therefor, or sent by Federal Express or similar
courier, with receipt therefor, or by certified or registered mail, postage
prepaid, return receipt requested, as follows:
If to Maker: The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: President
<PAGE>
CUSIP No. 669 752107 Page 14 of 22 Pages
13D
If to Holder: Crown Communications Corporation
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: General Counsel
with a copy to: Venable
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Attn: Arthur E. Cirulnick, Esquire
Notices shall be effective when received; provided, however, that if any notice
sent by courier or by certified or registered mail is returned as undeliverable,
such notice shall be deemed effective when mailed or given to such courier.
(b) Any of the foregoing persons may change the address to
which notices are to be delivered to it hereunder by giving written notice to
the others as provided in Paragraph 12(a).
13. Severability. In the event that any one or more of the provisions
of this Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Note, and this Note shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
14. Limitations of Applicable Law. In the event the operation of any
provision of this Note results in an effective rate of interest transcending the
limit of the usury or any other law applicable to the loan evidenced hereby, all
sums in excess of those lawfully collectible as interest for the period in
question shall, without further agreement or notice by any party to this Note,
be applied to the unpaid principal balance of this Note immediately upon receipt
of such monies by Holder, with the same force and effect as though Maker had
specifically designated such extra sums to be so applied to the unpaid principal
balance and Holder had agreed to accept such extra payment(s) as a prepayment.
15. Captions. The captions herein are for convenience of reference
only and in no way define or limit the scope or content of this Note or in any
way affect its provisions.
16. Debtor-Creditor Relationship. Holder shall in no event be
construed for any purpose to be a partner, joint venturer or associate of Maker,
it being the sole intention of the parties to establish a relationship of debtor
and creditor.
17. Time of the Essence. It is expressly agreed that time is of the
essence in the performance of the obligations set forth in this Note.
<PAGE>
CUSIP No. 669 752107 Page 15 of 22 Pages
13D
IN WITNESS WHEREOF, Maker has executed this Promissory Note under seal
on this 21st of August 2000.
ATTEST: MAKER:
/s/ Willard R. Nichols THE NOSTALGIA NETWORK, INC.,
Secretary A Delaware corporation
By: /s/ Willard R. Nichols
Name: Willard R. Nichols
Title: Vice President, General Counsel and
Secretary
[CORPORATE SEAL]
<PAGE>
CUSIP No. 669 752107 Page 16 of 22 Pages
13D
Exhibit 70.2
PROMISSORY NOTE
$1,250,000.00 Washington, D.C.
Maturity Date: January 1, 2001 September 22, 2000
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK, INC. a
Delaware corporation ("Maker"), hereby promises to pay to the order of CROWN
COMMUNICATIONS CORPORATION, a Delaware corporation, or any subsequent holder or
holders ("Holder") of this Promissory Note (this "Note"), at 650 Massachusetts
Avenue, N.W., Washington, D.C. 20001, or at such other place as Holder may from
time to time designate in writing, the principal sum of one million two hundred
fifty thousand dollars ($1,250,000.00), together with all accrued interest on
such outstanding balance, in accordance with the terms and provisions of this
Note.
1. Interest; Payments. Interest shall accrue on the unpaid principal
balance of this Note (as well as on all accrued and unpaid interest) from and
after the date of this Note at a per annum rate equal to the Prime Rate as
published in the Wall Street Journal on September 22, 2000, compounded monthly.
The principal balance, together with all unpaid interest accrued thereon, shall
be due and payable on January 1, 2001 (the "Maturity Date").
2. Payments. All payments by Maker hereunder shall be applied (i) first
to any collection costs pursuant to Paragraph 8 hereof, (ii) second to the
interest due and unpaid under this Note, and (iii) thereafter, to any principal
owing under this Note.
3. Prepayment. Maker shall have the right to prepay, in part or in
full, without penalty, this Note (together with all accrued interest to the date
of prepayment on the amount of principal thus prepaid) at any time or times.
4. Waiver Regarding Notice. Maker waives presentment, demand and
presentation for payment, protest and notice of protest, and, except as
otherwise specifically provided herein, any other notices of whatever kind or
nature, bringing of suit and diligence in taking any action to collect any sums
owing hereunder. From time to time, without in any way affecting the obligation
of Maker to pay the outstanding principal balance of this Note and any interest
accrued thereon and fully to observe and perform the covenants and obligations
of Maker under this Note, without giving notice to, or obtaining the consent of,
Maker, and without any liability whatsoever on the part of Holder, Holder may,
at its option, extend the time for payment of interest hereon and/or principal
of this Note, reduce the payments hereunder, release anyone liable on this Note
or accept a renewal of this Note, join in any extension or subordination, or
exercise any right or election hereunder. No one or more of such actions shall
constitute a novation or operate to release any party liable for or under this
Note, either as Maker or otherwise.
<PAGE>
CUSIP No. 669 752107 Page 17 of 22 Pages
13D
5. Events of Default. Each of the following shall constitute an "Event
of Default" hereunder:
(a) Maker's failure to make any required payment of principal and/or
interest under this Note, or any other amount due and payable under this Note,
which failure continues for a period of ten (10) days after written notice of
such failure is sent by Holder to Maker;
(b) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Holder dated as of March 21, 1997,
as amended (the "Security Agreement");
(c) The occurrence of an event of default under any outstanding
promissory notes by Maker payable to Concept Communications, Incorporated, a
Delaware corporation ("Concept");
(d) The occurrence of an event of default under any outstanding
promissory notes by Maker payable to Holder;
(e) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Concept dated as of January 4, 1996;
(f) Maker's failure to perform any other obligation (other than one
that can be satisfied with the payment of money) required under this Note, and
the continuation of such failure for a period of ten (10) days after Holder
gives Maker written notice of such failure to perform; and
(g) Maker's insolvency, general assignment for the benefit of
creditors, or the commencement by or against Maker of any case, proceeding, or
other action seeking reorganization, arrangement, adjustment, liquidation,
dissolution, or composition of Maker's debts under any law relating to
bankruptcy, insolvency, or reorganization, or relief of debtors, or seeking
appointment of a receiver, trustee, custodian, or other similar official for
Maker or for all or any substantial part of Maker's assets.
6. Acceleration. Upon the occurrence of an Event of Default, Holder
shall have the right to cause the entire unpaid principal balance, together with
all accrued interest thereon, reasonable attorneys' and paralegal' fees and all
fees, charges, costs and expenses, if any, owed by Maker to Holder, to become
immediately due and payable in full by giving written notice to Maker.
7. Remedies. Upon the occurrence of an Event of Default, Holder may
avail itself of any legal or equitable rights which Holder may have at law or in
equity or under this Note, including, but not limited to, the right to
accelerate the indebtedness due under this Note as described in the preceding
sentence. The remedies of Holder as provided herein shall be distinct and
cumulative, and may be pursued singly, successively or together, at the sole
discretion of
<PAGE>
CUSIP No. 669 752107 Page 17 of 22 Pages
13D
Holder, and may be exercised as often as occasion therefor shall arise. Failure
to exercise any of the foregoing options upon the occurrence of an Event of
Default shall not constitute a waiver of the right to exercise the same or any
other option at any subsequent time in respect to the same or any other Event of
Default, and no single or partial exercise of any right or remedy shall preclude
other or further exercise of the same or any other right or remedy. Holder shall
have no duty to exercise any or all of the rights and remedies herein provided
or contemplated. The acceptance by Holder of any payment hereunder that is less
than payment in full of all amounts due and payable at the time of such payment
shall not constitute a waiver of the right to exercise any of the foregoing
rights or remedies at that time, or nullify any prior exercise of any such
rights or remedies without the express written consent of Holder.
8. Expenses of Collection. If this Note is referred to an attorney for
collection, whether or not any other action has been instituted or taken to
enforce or collect under this Note, Maker shall pay all of Holder's costs, fees
(including reasonable in-house and outside attorneys' and paralegal' fees) and
expenses in connection with such referral.
9. Governing Law. The provisions of this Note shall be governed and
construed according to the law of the District of Columbia, without giving
effect to its conflicts of law provisions.
10. Security. Payment of the indebtedness evidenced by this Note is
secured by certain assets of Maker pledged to Holder pursuant to the Security
Agreement.
11. No Waiver. Neither any course of dealing by Holder nor any failure
or delay on its part to exercise any right, power or privilege hereunder shall
operate as a waiver of any right or remedy of Holder hereunder unless said
waiver is in writing and signed by Holder, and then only to the extent
specifically set forth in said writing. A waiver as to one event shall not be
construed as a continuing waiver by Holder or as a bar to or waiver of any right
or remedy by Holder as to any subsequent event.
12. Notices.
(a) All notices hereunder shall be in writing and shall either be
hand delivered, with receipt therefor, or sent by Federal Express or similar
courier, with receipt therefor, or by certified or registered mail, postage
prepaid, return receipt requested, as follows:
If to Maker: The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: President
<PAGE>
CUSIP No. 669 752107 Page 19 of 22 Pages
13D
If to Holder: Crown Communications Corporation
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: General Counsel
with a copy to: Venable
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Attn: Arthur E. Cirulnick, Esquire
Notices shall be effective when received; provided, however, that if any notice
sent by courier or by certified or registered mail is returned as undeliverable,
such notice shall be deemed effective when mailed or given to such courier.
(b) Any of the foregoing persons may change the address to which
notices are to be delivered to it hereunder by giving written notice to the
others as provided in Paragraph 12(a).
13. Severability. In the event that any one or more of the provisions
of this Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Note, and this Note shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
14. Limitations of Applicable Law. In the event the operation of any
provision of this Note results in an effective rate of interest transcending the
limit of the usury or any other law applicable to the loan evidenced hereby, all
sums in excess of those lawfully collectible as interest for the period in
question shall, without further agreement or notice by any party to this Note,
be applied to the unpaid principal balance of this Note immediately upon receipt
of such monies by Holder, with the same force and effect as though Maker had
specifically designated such extra sums to be so applied to the unpaid principal
balance and Holder had agreed to accept such extra payment(s) as a prepayment.
15. Captions. The captions herein are for convenience of reference only
and in no way define or limit the scope or content of this Note or in any way
affect its provisions.
16. Debtor-Creditor Relationship. Holder shall in no event be construed
for any purpose to be a partner, joint venturer or associate of Maker, it being
the sole intention of the parties to establish a relationship of debtor and
creditor.
17. Time of the Essence. It is expressly agreed that time is of the
essence in the performance of the obligations set forth in this Note.
<PAGE>
CUSIP No. 669 752107 Page 20 of 22 Pages
13D
IN WITNESS WHEREOF, Maker has executed this Promissory Note under seal on this
22nd of September 2000.
ATTEST: MAKER:
/s/ Willard R. Nichols THE NOSTALGIA NETWORK, INC.,
Secretary A Delaware corporation
By: /s/ Willard R. Nichols
Name: Willard R. Nichols
Title: Vice President, General Counsel and
Secretary
[CORPORATE SEAL]
<PAGE>
CUSIP No. 669 752107 Page 21 of 22 Pages
13D
AMENDMENT 1
TO
AGREEMENT AND PLAN OF MERGER
Pursuant to Section 8.2 of the AGREEMENT AND PLAN OF MERGER 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"), the parties hereby agree to the following Amendment 1 to
this AGREEMENT AND PLAN OF MERGER:
1. Section 7.1 (c) (i) is hereby removed and replaced by the following:
"(i) If the Effective Time shall not have occurred by December 31,
2000;"
2. The parties agree that all other terms of the Agreement not directly
amended by the above shall remain in full effect through the remainder of its
term.
IN WITNESS WHEREOF, the parties hereby execute this Amendment 1.
THE NOSTALGIA NETWORK, INC. NNI Acquisition Corporation
650 Massachusetts Avenue, NW 650 Massachusetts Avenue, NW
Washington, DC 20001 Washington, DC 20001
By: /s/ Willard. R. Nichols By: /s/ Werner Seubert
Date: 4 October 2000 Date: 20 September 2000
<PAGE>
CUSIP No. 669 752107 Page 22 of 22 Pages
13D
Exhibit 70.4
October 4, 2000
NNI Acquisition Corporation
650 Massachusetts Avenue, NW
Washington, DC 20001
Attention: Werner Seubert, Vice President
Dear Mr. Seubert:
This letter is intended to acknowledge that on October 4, 2000, NNI Acquisition
Corporation ("NAC") received five hundred thousand dollars ($500,000) (the
"Fund") from Crown Communications ("Communications"), and deposited the same in
account #4381417868, held in the name of NAC, at First Union National Bank. NAC
understands that it is to use the Fund solely for the purchase of the
outstanding common and preferred stock (other than the common and preferred
stock held by NAC) of The Nostalgia Network Inc. ("Nostalgia") pursuant to that
certain Agreement and Plan of Merger dated January 11, 2000, as amended, by and
between Nostalgia and NAC (the "Agreement").
NAC further understands that in the event the merger contemplated by the
Agreement is not consummated by December 31, 2000, Communications shall have the
right to demand immediate and unconditional return of the Funds from NAC.
Moreover, in the event that the purchase price of the outstanding shares is less
than $500,000, then Communications shall have the right to demand immediate and
unconditional return of the remaining portion of those funds.
Sincerely,
/s/ Nicholas J. Chiaia
Nicholas J. Chiaia
General Counsel
Acknowledged and Agreed:
NNI ACQUISITION CORPORATION
/s/ Werner Seubert, Vice President
By: Werner Seubert, Vice President
