<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 2)/1/
COLLEGE TELEVISION NETWORK, INC.
--------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
194506101
-----------------
(CUSIP Number)
Rosemarie Thurston, Esq., Morris, Manning & Martin, L.L.P.
3343 Peachtree Road, N.E., 1600 Atlanta Financial Center
Atlanta, Georgia 30326 (404) 233-7000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 1998
---------------
(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 which is the subject to this Schedule 13D, and is filing
this schedule because of Rule 13D-1 (b)(3) or (4), check the following box. [ ]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 (b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
- -----------------------------
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 194506101 13 D PAGE 2 OF 14
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
U-C Holdings, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a)(b) (a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS*: WC
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 limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 11,728,712 /2//3/
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 11,728,712
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,728,712
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 81.4%
14. TYPE OF REPORTING PERSON*: OO (limited liability company)
- -----------------------------
/2/ Number of shares reflects one-for-five reverse stock split effected November
12, 1997.
/3/ This figure is the total number of shares of the Common Stock of the Issuer
owned or controlled by the reporting person as of November 1, 1998. U-C
Holdings, L.L.C. ("Holdings"), majority stockholder of the Issuer, exercised its
rights to purchase shares of common stock of the Issuer in the Rights Offering
(described in Item 4) pursuant to a certain Standby Stock Purchase Agreement by
and between the Issuer and Holdings dated July 2, 1998 (the "Standby
Agreement"). Holdings purchased 5,758,431 shares of the Issuer's Common Stock in
accordance with the Standby Agreement. This figure also includes 152,100 shares
of Common Stock that may be purchased by Holdings upon the exercise of the
Warrant, as described in Item 4 hereof.
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CUSIP NO. 194506101 13 D PAGE 3 OF 14
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
John R. Willis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a)[ ]
(b)[ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS*: AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 11,728,712 /2//3/
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 11,728,712
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,728,712 /4/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 81.4%
14. TYPE OF REPORTING PERSON*: IN
- -----------------------------
/4/ Mr. Willis disclaims such beneficial ownership of the securities held by
Holdings except to the extent of his indirect beneficial interest as a
Founding Member of Willis Stein & Partners, L.L.C., the general partner of
Willis Stein & Partners, L.P., which is the Managing Member of Holdings.
</TABLE>
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<TABLE>
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CUSIP NO. 194506101 13 D PAGE 4 OF 14
<S> <C> <C>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Avy H. Stein
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS*: AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 11,728,712 /2//3/
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 11,728,712
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,728,712 /5/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 81.4%
14. TYPE OF REPORTING PERSON*: IN
- -----------------------------
/5/ Mr. Stein disclaims such beneficial ownership of the securities held by
Holdings except to the extent of his indirect beneficial interest as a
Founding Member of Willis Stein & Partners, L.L.C., the general partner of
Willis Stein & Partners, L.P., which is the Managing Member of Holdings.
</TABLE>
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CUSIP NO. 194506101 13 D PAGE 5 OF 14
<S> <C> <C>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Beth F. Johnston
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS*: AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 11,728,712 /2//3/
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 11,728,712
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,728,712 /6/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 81.4%
14. TYPE OF REPORTING PERSON*: IN
- -----------------------------
/6/ Ms. Johnston disclaims such beneficial ownership of the securities held by
Holdings except to the extent of her indirect beneficial interest as a
Founding Member of Willis Stein & Partners, L.L.C., the general partner of
Willis Stein & Partners, L.P., which is the Managing Member of Holdings.
</TABLE>
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CUSIP NO. 194506101 13 D PAGE 6 OF 14
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Daniel M. Gill
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS*: AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 11,728,712 /2//3/
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 11,728,712
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,728,712 /7/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 81.4%
14. TYPE OF REPORTING PERSON*: IN
- -----------------------------
/7/ Mr. Gill disclaims such beneficial ownership of the securities held by
Holdings except to the extent of his indirect beneficial interest as a
Founding Member of Willis Stein & Partners, L.L.C., the general partner of
Willis Stein & Partners, L.P., which is the Managing Member of Holdings.
</TABLE>
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CUSIP NO. 194506101 13 D PAGE 7 OF 14
<S> <C> <C>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Daniel H. Blumenthal
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS*: AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 11,728,712 /2//3/
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 11,728,712
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,728,712 /8/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 81.4%
14. TYPE OF REPORTING PERSON*: IN
- -----------------------------
/8/ Mr. Blumenthal disclaims such beneficial ownership of the securities held by
Holdings except to the extent of his indirect beneficial interest as a
Founding Member of Willis Stein & Partners, L.L.C., the general partner of
Willis Stein & Partners, L.P., which is the Managing Member of Holdings.
</TABLE>
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Item 1. Security and Issuer.
- ------- -------------------
This Statement on Schedule 13D relates to the shares of Common Stock,
$.005 par value, of College Television Network, Inc. (the "Issuer"), formerly UC
Television Network Corp. The address of the principal executive office of the
Issuer is College Television Network, Inc., 5784 Lake Forrest Drive, Suite 275,
Atlanta, Georgia 30328.
Item 2. Identity and Background.
- ------- -----------------------
This Statement is filed by the following persons:
(a) U-C Holdings, L.L.C. ("Holdings"), a limited liability company
organized under the laws of the State of Delaware with its principal business
address at 227 West Monroe Street, Suite 4300, Chicago, Illinois 60606.
Holdings' principal business is investing in the securities of the Issuer.
(b) John R. Willis, an individual whose business address is 227 West
Monroe Street, Suite 4300, Chicago, Illinois 60606. Mr. Willis' principal
occupation is serving as a Manager and Founding Member of Willis Stein &
Partners, L.L.C., the general partner of Willis Stein & Partners, L.P., a
private equity investment limited partnership. Mr. Willis is a citizen of the
United States of America.
(c) Avy H. Stein, an individual whose business address is 227 West Monroe
Street, Suite 4300, Chicago, Illinois 60606. Mr. Stein's principal occupation
is serving as a Manager and Founding Member of Willis Stein & Partners, L.L.C.,
the general partner of Willis Stein & Partners, L.P., a private equity
investment limited partnership. Mr. Stein is a citizen of the United States of
America.
(d) Beth F. Johnston, an individual whose business address is 227 West
Monroe Street, Suite 4300, Chicago, Illinois 60606. Ms. Johnston's principal
occupation is serving as a Founding Member of Willis Stein & Partners, L.L.C.,
the general partner of Willis Stein & Partners, L.P., a private equity
investment limited partnership. Ms. Johnston is a citizen of the United States
of America.
(e) Daniel H. Blumenthal, an individual whose business address is 227 West
Monroe Street, Suite 4300, Chicago, Illinois 60606. Mr. Blumenthal's principal
occupation is serving as a Founding Member of Willis Stein & Partners, L.L.C.,
the general partner of Willis Stein & Partners, L.P., a private equity
investment limited partnership. Mr. Blumenthal is a citizen of the United
States of America.
(f) Daniel M. Gill, an individual whose business address is 227 West
Monroe Street, Suite 4300, Chicago, Illinois 60606. Mr. Gill's principal
occupation is serving as a Founding Member of Willis Stein & Partners, L.L.C.,
the general partner of Willis Stein & Partners, L.P., a private equity
investment limited partnership. Mr. Gill is a citizen of the United States of
America.
In addition, information relating to the following entities and persons is
provided pursuant to General Instruction C to Schedule 13D:
(g) Willis Stein & Partners, L.P., a limited partnership organized under
the laws of the State of Delaware with its principal business address at 227
West Monroe Street, Suite 4300, Chicago, Illinois 60606. The principal business
of Willis Stein & Partners, L.P. is investing in equity securities. Willis
Stein & Partners, L.P. serves as the Managing Member of Holdings.
<PAGE>
(h) Willis Stein & Partners, L.L.C., a limited liability company organized
under the laws of the State of Delaware with its principal business address at
227 West Monroe Street, Suite 4300, Chicago, Illinois 60606. The principal
business of Willis Stein & Partners, L.L.C. is serving as the General Partner of
Willis Stein & Partners, L.P., a private equity investment limited partnership.
During the past five years, none of the entities or persons listed above
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- -------------------------------------------------
The funds used to acquire the Common Stock of the Issuer described in Item
5 below were taken from the equity contributions to capital of Holdings made by
its members. The purchase price of the Common Stock of the Issuer reported
herein pursuant to the Standby Stock Purchase Agreement (described in Item 4)
executed by and between the Issuer and Holdings (the "Standby Agreement") was
$9,213,490.
Item 4. Purpose of Transaction.
- ------- ----------------------
Pursuant to a Registration Statement on Form S-3 filed with the Securities
and Exchange Commission and declared effective July 28, 1998, as amended (SEC
File No. 333-58479), the Issuer distributed to its stockholders of record (each,
a "Holder") as of July 17, 1998 (the "Record Date"), certain rights (the
"Rights") to purchase additional shares of Common Stock of the Issuer, whereby
each Holder received one Right per 1.2825 shares of Common Stock held by such
Holder as of the Record Date (the "Rights Offering"). Each Right entitled the
Holder to purchase one share of Common Stock at a subscription price of $1.60
(the "Subscription Price"). On July 2, 1998, Holdings and the Issuer executed
the Standby Agreement in which, among other things, Holdings agreed to subscribe
for and purchase all of the 4,536,593 shares of Common Stock issuable to
Holdings upon the exercise of the Rights distributed to it (the "Purchase
Commitment"). In addition, Holdings agreed to purchase shares of Common Stock
that are not purchased by the other Holders in the Rights Offering (the "Standby
Commitment"). On October 5, 1998, Holdings purchased 5,758,431 shares of Common
Stock pursuant to the Standby Commitment. Under the Standby Agreement, the
Issuer issued to Holdings a Class C Warrant to purchase 152,100 additional
shares of Common Stock at the Subscription Price (the "Warrant") as compensation
for Holdings' Standby Commitment. The purpose of Holdings' purchase of shares
pursuant to the Standby Agreement was to enable the Issuer to raise through the
Rights Offering through the Rights Offering the $10,000,000 in gross proceeds
needed for the Issuer's working capital requirements.
The share numbers set forth herein reflect the purchase of shares by
Holdings pursuant to the Purchase Commitment and the Standby Commitment, and
include the shares issuable upon exercise of the Warrant. The persons
identified in response to Item 2 of this Statement will make the determination
as to when or whether to exercise the Warrant to acquire additional shares of
the Issuer's Common Stock.
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While they reserve the right to develop plans or proposals in the future
regarding the following items, at the present time none of the persons
identified in response to Item 2 of this Statement have any plans or proposals
which relate to or would result in any of the following:
(a) the acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer, other than the Rights Offering described above;
(f) any other material change in the Issuer's business or corporate
structure;
(g) any changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national security association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
- ------- ------------------------------------
(a) Immediately prior to the consummation of the Rights Offering, there
were 8,015,153 shares of the Issuer's Common Stock outstanding, of which
Holdings directly owned 5,818,181 shares, or 72.6%. Following the completion of
the Rights Offering, there were 14,417,253 shares of the Common Stock
outstanding, which figure includes the 152,100 shares that Holdings may acquire
upon exercise of the Warrant. After fulfilling its obligations under the Standby
Agreement, Holdings owns, as of November 1, 1998, 11,728,712 shares of the
Issuer's Common Stock (including the Warrant shares), or 81.4% of the Issuer's
Common Stock. John R. Willis and Avy H. Stein (collectively, the "Managers"), as
the Managers of, and John R. Willis, Avy H. Stein, Beth F. Johnston, Daniel M.
Gill and Daniel H. Blumenthal (collectively, the "Founding Members"), as the
Founding Members of, Willis Stein & Partners, L.L.C., the general partner of
Willis Stein & Partners, L.P., which is the Managing Member of Holdings, may be
deemed to share the power to direct the voting and disposition of the shares of
Common Stock held by Holdings and may be deemed to beneficially own such shares.
Each of the Founding Members disclaims beneficial ownership of the securities
held by Holdings except to the
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extent of his or her indirect beneficial interest as a Founding Member of Willis
Stein & Partners, L.L.C., the general partner of Willis Stein L.P., which is the
Managing Member of Holdings.
(b) None of the Founding Members directly owns any shares of the Issuer's
Common Stock, but the Founding Members may be deemed to share the power to vote
or to direct the vote as well as the power to dispose of or to direct the
disposition of all of the shares of Common Stock held by Holdings, by virtue of
such persons' status as Managers and/or Founding Members of Willis, Stein &
Partners, L.L.C., the general partner of Willis, Stein & Partners, L.P., which
is the Managing Member of Holdings. Each of the Founding Members disclaims
beneficial ownership of the securities held by Holdings except to the extent of
his or her indirect beneficial interest as a Founding Member of Willis Stein &
Partners, L.L.C., the general partner of Willis Stein L.P., which is the
Managing Member of Holdings.
(c) Other than the securities acquired pursuant to the Rights Offering and
the grant to Holdings of the Warrant described herein, there were no
transactions in the class of securities reported on that were effected during
the past sixty (60) days or since the most recent filing of Schedule 13D by the
persons named in response to Paragraph (a).
(d) Pursuant to the First Amendment to Second Amended and Restated Limited
Liability Company Agreement of U-C Holdings, L.L.C., dated May 20, 1998 (the
"Operating Agreement"), the following persons are members of Holdings and, as
such, have the right to receive distributions from Holdings: John DeSimone,
Jason Elkin, Thomas Gatti, Joseph D. Gersh, George Giatzis, Mark Goldstein,
James Harder, Peter Kauff, Hollis W. Rademacher, Marisusan Trout and Willis
Stein & Partners, L.P. The sole investment of Holdings is its interest in
securities of the Issuer; therefore, any dividends paid by the Issuer to
Holdings will be distributed to the members of Holdings in accordance with the
distribution provisions of the Operating Agreement. As a result, the members of
Holdings have the right to receive dividends from, as well as the proceeds from
the sale of, securities of the Issuer held by Holdings.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
The Operating Agreement (described in Item 5(d) above) provides that
Willis, Stein & Partners, L.P., as the Managing Member of Holdings, shall have
the sole authority with respect to the transfer and voting of the securities
owned by Holdings. The Operating Agreement contains provisions regarding the
transfer and voting of the securities of the Issuer held by Holdings. The
Operating Agreement was entered into among the members of Holdings named in
response to Item 5(d) above.
<PAGE>
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
The following documents are filed as exhibits hereto:
(a) Joint Filing Agreement, dated November 16, 1998, among U-C Holdings,
L.L.C., John R. Willis, Avy H. Stein, Beth F. Johnston, Daniel M. Gill and
Daniel H. Blumenthal.
(b) Second Amended and Restated Limited Liability Company Agreement of U-C
Holdings, L.L.C. dated May 15, 1997 (incorporated by reference to Item 7(b) of
Form 13D/A filed August 18, 1998).
(c) First Amendment to Second Amended and Restated Limited Liability
Company Agreement of U-C Holdings, L.L.C. dated May 20, 1998 (incorporated by
reference to Item 7(c) of Form 13D/A filed August 18, 1998).
(d) Standby Stock Purchase Agreement, dated July 2, 1998, between U-C
Holdings, L.L.C. and College Television Network, Inc. (incorporated by reference
to Exhibit 10.1 to the Issuer's Registration Statement on Form S-3 (SEC File No.
333-58479), as amended, declared effective on July 28, 1998 (the "Registration
Statement")).
(e) Form of Class C Warrant No. C-2 to be issued by College Television
Network, Inc. to U-C Holdings, L.L.C. (incorporated by reference to Exhibit 4.14
to the Registration Statement).
<PAGE>
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct as of this 16th day of November, 1998.
U-C HOLDINGS, L.L.C.
By: Willis Stein & Partners, L.P.
Its Managing Member
By: Willis Stein & Partners, L.L.C.
Its General Partner
By: /s/ Avy H. Stein
----------------
Avy H. Stein
Its Manager
/s/ John R Willis
-----------------
John R. Willis
/s/ Avy H. Stein
----------------
Avy H. Stein
/s/ Beth F. Johnston
--------------------
Beth F. Johnston
/s/ Daniel M. Gill
------------------
Daniel M. Gill
/s/ Daniel H. Blumenthal
------------------------
Daniel H. Blumenthal
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
----------------------
The undersigned hereby agree that the Statement on Schedule 13D to which
this Agreement is attached, relating to shares of Common Stock, par value $.005
per share, of College Television Network, Inc., and any amendments to such
statement, will be filed on behalf of each of the undersigned.
This Agreement may be executed in two (2) or more counterparts, each of
which shall be an original, but all of which shall constitute but one agreement.
Agreed this 16th day of November, 1998.
U-C HOLDINGS, L.L.C.
By: Willis Stein & Partners, L.P.
Its Managing Member
By: Willis Stein & Partners, L.L.C.
Its General Partner
By: /s/ Avy H. Stein
----------------
Avy H. Stein
Its Manager
/s/ John R. Willis
------------------
John R. Willis
/s/ Avy H. Stein
----------------
Avy H. Stein
/s/ Beth F. Johnston
--------------------
Beth F. Johnston
/s/ Daniel M. Gill
------------------
Daniel M. Gill
/s/ Daniel H. Blumenthal
------------------------
Daniel H. Blumenthal
