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. 72)
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
1201 New York Avenue, N.W., Suite 1000
Washington, D.C. 20005-3917
(202) 962-4800
November 7, 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 30 Pages)
<PAGE>
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 0 shares*
REPORTING
PERSON WITH 9. Sole Dispositive Power
0 shares*
10. Shared Dispositive Power
0 shares*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares*
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%*
14. Type of Reporting Person
CO
*Effective December 27, 2000, the date on which NAC merged with and into the
Issuer and the Reporting Persons ceased to own any shares of Common Stock
subject to Section 12(g) of the Exchange Act or any Preferred Stock.
<PAGE>
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 0 shares*
REPORTING
PERSON WITH 9. Sole Dispositive Power
0 shares*
10. Shared Dispositive Power
0 shares*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares*
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%*
14. Type of Reporting Person
CO
*Effective December 27, 2000, the date on which NAC merged with and into the
Issuer and the Reporting Persons ceased to own any shares of Common Stock
subject to Section 12(g) of the Exchange Act or any Preferred Stock.
<PAGE>
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 0 shares*
REPORTING
PERSON WITH 9. Sole Dispositive Power
0 shares*
10. Shared Dispositive Power
0 shares*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares*
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%*
14. Type of Reporting Person
CO
*Effective December 27, 2000, the date on which NAC merged with and into the
Issuer and the Reporting Persons ceased to own any shares of Common Stock
subject to Section 12(g) of the Exchange Act or any Preferred Stock.
<PAGE>
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 0 shares*
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 0 shares*
REPORTING
PERSON WITH 9. Sole Dispositive Power
0 shares*
10. Shared Dispositive Power
0 shares*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares*
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%*
14. Type of Reporting Person
CO
*Effective December 27, 2000, the date on which NAC merged with and into the
Issuer and the Reporting Persons ceased to own any shares of Common Stock
subject to Section 12(g) of the Exchange Act or any Preferred Stock.
<PAGE>
This Amendment No. 72 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 November 7, 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 November 27, 2000, Communications loaned $1,250,000 to the
Issuer (as further discussed in Item 4 below) 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 November 7 and November 27, 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.
On December 27, 2000, pursuant to the Merger, NAC merged with
and into the Issuer (as further discussed in Item 4 below). Pursuant to the
Merger, and assuming, for purposes of this filing, that no stockholder
exercising appraisal rights in correction with the Merger receives a value
different from the other stockholders of the issuer, a total consideration of
Four Hundred Thirty One Thousand Eight Hundred Ninety-Six Dollars and One Cent
($431,896.01) (the "Merger Consideration") will to be paid to purchase all of
the Common and Preferred Stock held by stockholders of record of the Issuer as
of November 24, 2000 (the "Record Date") who were not Reporting Persons. The
Merger Consideration was loaned to NAC by Communications from funds obtained by
Communications from Atlantic Video.
The Reporting Persons understand from Atlantic Video that all
or substantially all of the Merger Consideration was 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 at
the end of the text under the caption "Certain Loans to the Issuer":
On November 7, 2000, Communications loaned to the Issuer
$1,250,000, and the Issuer delivered to Communications a promissory note in like
amount (the "November 7, 2000 Promissory Note"). The November 7, 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 November 7,
2000. The November 7, 2000 Promissory Note is secured under the terms of the
Communications Security Agreement.
<PAGE>
The foregoing description of the November 7, 2000 Promissory
Note is qualified in its entirety by the text of the November 7, 2000 Promissory
Note, which is attached hereto as Exhibit 72.1 and is incorporated herein by
reference.
On November 27, 2000, Communications loaned to the Issuer
$1,250,000, and the Issuer delivered to Communications a promissory note in like
amount (the "November 27, 2000 Promissory Note"). The November 27, 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
November 27, 2000. The November 27, 2000 Promissory Note is secured under the
terms of the Communications Security Agreement.
The foregoing description of the November 27, 2000 Promissory
Note is qualified in its entirety by the text of the November 27, 2000
Promissory Note, which is attached hereto as Exhibit 72.2 and is incorporated
herein by reference.
Item 4 is hereby further amended and supplemented by adding the
following at the end of the text thereof:
Consummation of Merger
At a special meeting on December 27, 2000, the holders of
Common Stock and Preferred Stock approved the Merger of NAC with and into the
Issuer, as a result of which the Issuer became a wholly owned subsidiary of
Communications and Concept. The Merger constitutes a going- private transaction
within the meaning of Section 13(e)(3) of the Exchange Act.
As a result of the Merger, and without any action by the holders thereof:
o Each share of Common Stock that was issued and outstanding immediately
prior to December 27, 2000, the Effective Time of the Merger (other than
shares in connection with which a holder may exercise appraisal rights, and
shares held by NAC or held in the treasury of the Issuer) was converted
into the right to receive Seven Cents ($0.07) in cash, payable to the
holder thereof, without interest thereon, upon surrender of the
certificate(s) representing such share(s) of Common Stock;
o Each share of Preferred Stock that was issued and outstanding immediately
prior to the Effective Time of the Merger (other than shares in connection
with which a holder may exercise appraisal rights, and shares held by NAC
or held in the treasury of the Issuer) was converted into the right to
receive Seven Dollars ($7.00) in cash, payable to the holder thereof,
without interest thereon, upon surrender of the certificate(s) representing
such share(s) of Preferred Stock;
o Each share of Common Stock of NAC that was issued and outstanding
immediately prior to the Effective Time was converted into the right to
receive one fully paid and non-assessable share of common stock, par value
$0.01 per share, of the Issuer, with such shares of common stock of the
Issuer constituting the only issued shares of the Issuer; and
o Each share of Common Stock and Preferred Stock of the Issuer owned by NAC
or held in the treasury of the Issuer immediately prior to the Effective
Time, is deemed cancelled, with no consideration to be paid with respect
thereto.
<PAGE>
As of the Effective Time, the charter and by-laws of NAC
became the charter and by-laws of the Issuer. However, there were no changes to
the Board of Directors or officers of the Issuer immediately following the
Merger. On January __, 2001, the Issuer filed with the Commission a
Certification and Notice of Termination of Registration under Section 12(g) of
the Exchange Act on Form 15 (the "Form 15"). Pursuant to Rule 12g-4 of the
Exchange Act, termination of registration of the Common Stock shall take place
no more than 90 days after the filing of the Form 15. However, pursuant to Rule
12h-3 under the Exchange Act, the Issuer's duty to file reports required under
the Exchange Act was suspended immediately upon filing of the Form 15. On
January __, 2001, the Issuer also informed The Nasdaq Stock Market, Inc. of the
Merger and requested that its Common Stock be delisted from the Nasdaq OTC
Bulletin Board effective as of such date.
Finally, as of the Effective Time, the separate corporate
existence of NAC ceased and the remaining Reporting Persons ceased to have
beneficial ownership of any equity securities (as that term is defined in
paragraph (i) of Rule 13d-1 of the Exchange Act) of the Issuer. Thus, following
this Amendment No. 72, the Reporting Persons are no longer obligated to file
reports pursuant to Regulation 13D-G of the Exchange Act with respect to the
Common Stock of the Issuer.
The foregoing description of the Merger is qualified in its entirety by
the text of the following documents, each of which is incorporated herein by
reference: (i) the Merger Agreement and the Amendment, which were previously
filed with the Commission as Exhibit 64.1 to Amendment No. 64 and Exhibit 70.3
to Amendment No. 70, respectively, to the Schedule 13D, and (ii) the Certificate
of Merger filed with the Office of the Secretary of State of the State of
Delaware on December 27, 2000, which is attached hereto as Exhibit 72.5 and is
incorporated herein by reference.
<PAGE>
Item 5. Interest in Securities of the Issuer
Item 5(a) and (b) are hereby deleted in their entirety and replaced
with the following:
(a), (b) The following table sets forth information with
respect to the shares of the Common Stock constituting equity securities (as
defined in paragraph (i) of Rule 13d-1 of the Exchange Act) that are
beneficially owned by the Reporting Persons as of the close of business on the
date of filing of this Amendment No. 72:
<TABLE>
<CAPTION>
AGGREGATE NUM- SOLE POWER SHARED POWER
BER OF SHARES SOLE POWER SHARED POWER TO DISPOSE TO DISPOSE
BENEFICIALLY PERCENTAGE TO VOTE OR TO VOTE OR OR DIRECT OR DIRECT
OWNED OF CLASS DIRECT VOTE DIRECT VOTE DISPOSITION DISPOSITION
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Concept -0- 0.0% -0- -0- -0- -0-
Communications -0- 0.0% -0- -0- -0- -0-
Capital -0- 0.0% -0- -0- -0- -0-
NAC -0- 0.0% -0- -0- -0- -0-
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Item 5(c) is hereby deleted in its entirety and replaced with the
following:
(c) The information set forth under the caption "Consummation
of Merger" in Item 4 of this Amendment No. 72 is hereby incorporated by
reference into this Item 5(c).
Item 5 is hereby further amended and supplemented by adding the
following at the end of the text thereof:
(e) The date on which the separate corporate existence of NAC
ceased and the remaining Reporting Persons ceased to be the beneficial owners of
more than five percent of the Common Stock constituting equity securities (as
defined in paragraph (i) of Rule 13d-1 of the Exchange Act) was December 27,
2000.
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. 72.
<PAGE>
Item 7. Items to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit Description
------- ------------------------------------------------------------------------------------------------
<S> <C>
72.1 Promissory Note, dated November 7, 2000, made by The Nostalgia Network, Inc. to Crown
Communications Corporation in the principal amount of $1,250,000.
72.2 Promissory Note, dated November 27, 2000, made by The Nostalgia Network, Inc. to Crown
Communications Corporation in the principal amount of $1,250,000.
72.3 Agreement and Plan of Merger, dated as of January 11, 2000, by and between The Nostalgia
Network, Inc. and NNI Acquisition Corporation (incorporated by reference to Exhibit 64.1 to
Amendment 64 to Schedule 13D filed on January 21, 2000).
72.4 Amendment 1 to Agreement and Plan of Merger, dated October 4, 2000, by and between NNI
Acquisition Corporation and The Nostalgia Network, Inc. (incorporated by reference to Exhibit
70.3 to Amendment 70 to Schedule 13D filed on October 12, 2000).
72.5 Certificate of Merger dated December 27, 2000 as filed by the Issuer with the Office of the
Secretary of State of the State of Delaware on December 27, 2000.
</TABLE>
<PAGE>
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 11, 2001
CONCEPT COMMUNICATIONS, INC.
By:/s/ Werner Seubert
-----------------------------
Werner Seubert, Vice President
CROWN COMMUNICATIONS CORPORATION
By:/s/ Werner Seubert
-----------------------------
Werner Seubert, Vice President
CROWN CAPITAL CORPORATION
By:/s/ Werner Seubert
-----------------------------
Werner Seubert, Vice President
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description Page
------- --------------------------------------------------------------------------------------- ------
<S> <C> <C>
72.1 Promissory Note dated November 7, 2000 made by The Nostalgia Network, Inc. to Crown 16
Communications Corporation in the principal amount of $1,250,000
72.2 Promissory Note dated November 27, 2000 made by The Nostalgia Network, Inc. to Crown 21
Communications Corporation in the principal amount of $1,250,000
72.3 Agreement and Plan of Merger, dated as of January 11, 2000, by and between The N/A
Nostalgia Network, Inc. and NNI Acquisition Corporation (incorporated by reference to
Exhibit 64.1 to Amendment 64 to Schedule 13D filed on January 21, 2000).
72.4 Amendment 1 to Agreement and Plan of Merger dated October 4, 2000, by and between NNI N/A
Acquisition Corporation and The Nostalgia Network, Inc. (incorporated by reference to
Exhibit 70.3 to Amendment 70 to Schedule 13D filed on October 12, 2000).
72.5 Certificate of Merger dated December 27, 2000 as filed by the Issuer with the Office 25
of the Secretary of State of the State of Delaware on December 27, 2000.
</TABLE>
<PAGE>
EXHIBIT 72.1
PROMISSORY NOTE
$1,250,000.00 Washington, D.C.
Maturity Date: January 1, 2001 November 7, 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 November 7, 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>
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 Holder, and may be exercised as often as occasion therefor shall
arise. Failure to exercise any of
<PAGE>
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
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
<PAGE>
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>
IN WITNESS WHEREOF, Maker has executed this Promissory Note under seal on
this 7th of November 2000.
MAKER:
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>
EXHIBIT 72.2
PROMISSORY NOTE
$1,250,000.00 Washington, D.C.
Maturity Date: January 1, 2001 November 27, 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 November 27, 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>
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 Holder, and may be exercised as often as occasion therefor shall
arise. Failure to exercise any of
<PAGE>
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
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
<PAGE>
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>
IN WITNESS WHEREOF, Maker has executed this Promissory Note under seal on
this 27th of November 2000.
MAKER:
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>
EXHIBIT 72.5
CERTIFICATE OF MERGER
FOR
MERGER OF
NNI ACQUISITION CORPORATION
(A DELAWARE CORPORATION)
INTO
THE NOSTALGIA NETWORK, INC.
(A DELAWARE CORPORATION)
The undersigned corporation, The Nostalgia Network, Inc., which is the
surviving corporation in the merger described herein, hereby states as follows:
1. The name and state of incorporation of each of the constituent
corporations are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
NNI Acquisition Corporation Delaware
The Nostalgia Network, Inc. Delaware
2. An agreement of merger, as amended, has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with Section 251 of the General Corporation Law of the State of
Delaware.
3. The name of the surviving corporation is The Nostalgia Network,
Inc., a Delaware corporation, which will continue its existence as the said
surviving corporation under its present name.
4. The Certificate of Incorporation of the surviving corporation shall
be amended and restated in its entirety in the form attached hereto and made a
part hereof.
5. The executed agreement of merger, as amended, is on file at the
principal place of business of the surviving corporation, which is 650
Massachusetts Avenue, N.W., Washington, D.C 20001.
<PAGE>
6. A copy of the agreement of merger, as amended, will be furnished by
the surviving corporation, on request and without cost, to any stockholder of
any of the constituent corporations.
7. The agreement of merger, as amended, between the constituent
corporations shall be effective upon the filing of this Certificate of Merger.
IN WITNESS WHEREOF, The Nostalgia Network, Inc. has caused this
Certificate of Merger to be executed by its duly authorized Vice President,
effective as of the 27th day of December, 2000.
THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
By: /s/ Willard R. Nichols
-------------------------------
Willard R. Nichols
Vice President, General Counsel and
Secretary
<PAGE>
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 January 16, 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.
<PAGE>
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 by the stockholders of the Corporation in accordance with the provisions
of Sections 242 and 245 of the DGCL.
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 27th day of December, 2000.
THE NOSTALGIA NETWORK, INC.
By: /s/ Squire D. Rushnell
-----------------------
Name: Squire D. Rushnell
Its: President
ATTEST:
/s/ Willard R. Nichols
----------------------
Willard R. Nichols, Secretary
