<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)(1)
CTN MEDIA GROUP, INC.
(F/K/A COLLEGE TELEVISION NETWORK, INC.)
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
194506101
(CUSIP Number)
NEIL H. DICKSON, ESQ., CTN MEDIA GROUP, INC.
5784 LAKE FORREST DRIVE, SUITE 275
ATLANTA, GEORGIA 30328 (404) 256-4444
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 20, 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 which is the subject to 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. [ ]
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 13 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 13
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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.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 21,649,581 PLEASE SEE ITEM 5, INFRA.
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,649,581 PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,649,581 PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6% PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO (LIMITED LIABILITY COMPANY)
--------------------------------------------------------------------------------
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CUSIP NO. 194506101 13 D Page 3 of 13
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 21,649,581 PLEASE SEE ITEM 5, INFRA.
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,649,581 PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,649,581(2) PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6% PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
------------------------------
(2) 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.
<PAGE>
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CUSIP NO. 194506101 13 D Page 4 of 13
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 21,649,581 PLEASE SEE ITEM 5, INFRA.
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,649,581 PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,649,581(3) PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6% PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
----------------------------
(3) 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.
<PAGE>
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CUSIP NO. 194506101 13 D Page 5 of 13
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 21,649,581 PLEASE SEE ITEM 5, INFRA.
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,649,581 PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,649,581(4) PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6% PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
---------------------------
(4) 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.
<PAGE>
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CUSIP NO. 194506101 13 D Page 6 of 13
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 21,649,581 PLEASE SEE ITEM 5, INFRA.
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,649,581 PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,649,581(5) PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6% PLEASE SEE ITEM 5, INFRA.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
---------------------------
(5) 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.
<PAGE>
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CUSIP NO. 194506101 13 D Page 7 of 13
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 6 to Statement on Schedule 13D relates to the shares
of $.005 par value per share common stock (the "Common Stock"), of CTN Media
Group, Inc. (the "Issuer"), formerly College Television Network, Inc. The
address of the principal executive office of the Issuer is CTN Media Group,
Inc., 5784 Lake Forrest Drive, Suite 275, Atlanta, Georgia 30328.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by the following entity and 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 (i) Willis Stein &
Partners, L.L.C., the general partner of Willis Stein & Partners, L.P., a
private equity investment limited partnership and (ii) Willis Stein & Partners
Management II, L.L.C., the general partner of Willis Stein & Partners II, L.P.
and Willis Stein & Partners Dutch, L.P., each 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 (i) Willis Stein &
Partners, L.L.C., the general partner of Willis Stein & Partners, L.P., a
private equity investment limited partnership and (ii) Willis Stein & Partners
Management II, L.L.C., the general partner of Willis Stein & Partners II, L.P.
and Willis Stein & Partners Dutch, L.P., each a private equity investment
limited partnership. Mr. Stein is a citizen of the United States of America.
(d) 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 (i) Willis Stein &
Partners, L.L.C., the general partner of Willis Stein & Partners, L.P., a
private equity investment limited partnership and (ii) Willis Stein & Partners
Management II, L.L.C., the general partner of Willis Stein & Partners II, L.P.
and Willis Stein & Partners Dutch, L.P., each a private equity investment
limited partnership. Mr. Blumenthal is a citizen of the United States of
America.
(e) 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 (i) Willis Stein & Partners,
L.L.C., the general partner of Willis Stein & Partners, L.P., a private equity
investment limited partnership and (ii) Willis Stein & Partners Management II,
L.L.C., the general partner of Willis Stein & Partners II, L.P. and Willis Stein
& Partners Dutch, L.P., each 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 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
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CUSIP NO. 194506101 13 D Page 8 of 13
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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.
(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.
(i) Willis Stein & Partners II, 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 II, L.P. is investing in equity securities.
(j) Willis Stein & Partners Dutch, 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 Dutch, L.P. is investing in equity
securities.
(k) Willis Stein & Partners Management II, 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 Management II, L.P. is serving as
the General Partner of Willis Stein & Partners II, L.P. and Willis Stein &
Partners Dutch, L.P., private equity investment limited partnerships.
(l) Willis Stein & Partners Management II, 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 Management II, L.L.C. is
serving as the General Partner of Willis Stein & Partners Management II, 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 July 20, 2000 purchase of 133,333 shares of Series A Preferred
from the Issuer at $15.00 per share for an aggregate purchase price of
$2,000,000 was funded from the equity contributions to capital of Holdings
made by its members.
ITEM 4. PURPOSE OF TRANSACTION.
On July 20, 2000, the Issuer issued to Holdings 133,333 shares of
Series A Convertible Preferred Stock, $.001 par value per share ("Series A
Preferred") for an aggregate purchase price of $2,000,000 pursuant to an Amended
and Restated Purchase Agreement between the Issuer and Holdings, dated October
18, 1999 (the "Amended Purchase Agreement"). The purpose of Holdings' purchase
of shares was to enable the Issuer to raise $2,000,000 in gross proceeds needed
for the Issuer's working capital needs. Additionally, the Amended Purchase
Agreement provides that
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CUSIP NO. 194506101 13 D Page 9 of 13
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Holdings has the option to purchase up to an additional 400,000 shares of
Series A Preferred if it contributes up to $6,000,000 pursuant to its
guarantee of a loan to Armed Forces Communications, Inc.("Armed Forces"), a
New York corporation and wholly-owned subsidiary of the Issuer, from Canadian
Imperial Bank of Commerce ("CIBC") and its affiliates, pursuant to a Credit
Agreement by and among Armed Forces, CIBC and its affiliates, dated as of
August 31, 1999. This guarantee was reduced from $6,000,000 to $5,000,000 as
of July 17, 2000.
The conversion ratio of the Series A Preferred into Common Stock is
computed by multiplying the number of shares of Series A Preferred to be
converted by the $15.00 per share purchase price and dividing the result by the
conversion price of the Series A Preferred (the "Conversion Price") then in
effect with respect to such shares. On the date of issuance, the Conversion
Price was set at $4.50. The Series A Preferred entitles the holder thereof to
vote on all matters on an as-converted basis to Common Stock.
The share numbers held by Holdings set forth herein include (i)
11,576,612 shares of Common Stock currently held by Holdings, (ii) 7,033,326
shares of Common Stock issuable to Holdings upon conversion at any time of the
2,109,998 shares of Series A Preferred currently held by Holdings, including
444,443 shares of Common Stock issuable upon the conversion of the 133,333
shares of Series A Preferred issued to Holdings on July 20, 2000, (iii) 658,566
shares of Common Stock that Holdings has the right to acquire as of July 20,
2000 in lieu of cash payment from the Issuer of $2,963,549 of Series A Preferred
Stock dividends accrued through July 20, 2000 and due upon conversion of its
shares of Series A Preferred Stock, (iv) 924,832 shares of Common Stock subject
to currently exercisable Class C Warrants issued to Holdings on October 5, 1998
and April 25, 1997 and (v) 1,456,245 shares of Common Stock currently
purchasable by Holdings pursuant to certain Equity Protection Agreements dated
April 25, 1997, which give Holdings the right to purchase Common Stock upon the
exercise of certain private placement warrants and options. The share numbers
held by Holdings do not include an additional 3,691,155 shares of Common Stock
net yet purchasable by Holdings under these Equity Protection Agreements. The
Series A Preferred accrues dividends on a daily basis at a rate of 12% per
annum.
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, except as to the
conversion of the Series A Preferred, the exercise of Class C Warrants, or the
acquisition of Common Stock under the Protection Agreements:
(a) the acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer (except as set forth above);
(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;
(f) any other material change in the Issuer's business or corporate
structure;
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CUSIP NO. 194506101 13 D Page 10 of 13
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(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) As of July 20, 2000, there are 14,939,512 shares of the Issuer's
Common Stock outstanding, of which Holdings directly owns 11,576,612 shares, or
77.5% of the outstanding Common Stock. If Holdings were to (i) convert all of
the shares of Series A Preferred it currently holds, (ii) purchase all of the
658,566 shares of Common Stock that Holdings has the right to acquire as of
July 20, 2000 in lieu of cash payment from the Issuer of $2,963,549 of Series
A Preferred Stock dividends accrued through July 20, 2000 and due upon
conversion of its shares of Series A Preferred Stock, (iii) purchase all of
the 1,456,245 shares of Common Stock currently purchasable under the
Protection Agreements, and (iv) exercise the Warrants it holds, including (a)
the Warrant issued to Holdings on October 5, 1998, and (b) the Warrant issued
to Holdings on April 25, 1997, Holdings would own 21,649,581 shares of the
Common Stock, or 86.6% of the Issuer's outstanding Common Stock. This
excludes 3,691,155 shares of Common Stock not yet purchasable by Holdings
pursuant to the Protection Agreements. John R. Willis and Avy H. Stein
(collectively, the "Managers"), as the Managers of, and John R. Willis, Avy
H. Stein, 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 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.
(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 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 purchase of 133,333 shares of Series A Preferred
described in Item 3 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) The following persons are members of Holdings and, as such, have
the right to receive distributions from Holdings: Jason Elkin, Thomas Gatti,
Joseph D. Gersh, James Harder, Hollis W.
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CUSIP NO. 194506101 13 D Page 11 of 13
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Rademacher, Patrick Doran, Sergio Zyman, Martin Grant, George Giatzis, Daniel
Davenport, Pete Thomas, Les Garland, Mark Fabiani, William Wagner, Neil H.
Dickson, Willis Stein & Partners, L.P., Willis Stein & Partners II, L.P. and
Willis Stein & Partners Dutch, 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 Fourth Amended and Restated Limited
Liability Company Agreement of U-C Holdings, L.L.C., dated August 31, 1999 (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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits hereto:
(a) Joint Filing Agreement, dated August 1, 2000, among U-C Holdings,
L.L.C., John R. Willis, Avy H. Stein, Daniel M. Gill and Daniel H. Blumenthal.
(b) Amended and Restated Purchase Agreement between U-C Holdings,
L.L.C. and College Television Network, Inc., dated as of October 18, 1999
(incorporated by reference to Exhibit 7(b) to the Schedule 13D filed on October
19, 1999).
(c) Third Certificate of Designation of the Series A Convertible
Preferred Stock and Plan of Reclassification filed with the Corporations
Division of the State of Delaware October 18, 1999 (incorporated by reference to
Exhibit 7(c) to the Schedule 13D filed on September 10, 1999).
(d) Second Certificate of Designation of the Series A Convertible
Preferred Stock filed with the Corporations Division of the State of Delaware
August 31, 1999 (incorporated by reference to Exhibit 7(b) to the Schedule 13D
filed on September 10, 1999).
(e) Purchase Agreement between U-C Holdings, L.L.C. and College
Television Network, Inc., dated as of August 31, 1999 (incorporated by reference
to Exhibit 7(c) to the Schedule 13D filed on September 10, 1999).
(f) Fourth Amended and Restated Limited Liability Company Agreement of
U-C Holdings, L.L.C. dated as of August 31, 1999 (incorporated by reference to
Exhibit 7(e) to the Schedule 13D filed on September 10, 1999).
(g) Purchase Agreement between U-C Holdings, L.L.C. and College
Television Network, Inc., dated as of July 23, 1999 (incorporated by reference
to Exhibit 4.1 to Issuer's Form 8-K filed August 3, 1999).
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CUSIP NO. 194506101 13 D Page 12 of 13
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(h) Form of Class C Warrant No. C-2 issued by College Television
Network, Inc. to U-C Holdings, L.L.C. (incorporated by reference to Exhibit 4.14
to the Issuer's Registration Statement on Form S-3 (SEC File No. 333-58479), as
amended, declared effective on July 28, 1998).
(i) Form of Class C Warrant No. C-1 issued by College Television
Network, Inc. to U-C Holdings, L.L.C. (incorporated by reference to Exhibit 4.2
to the Schedule 13D filed on May 5, 1997).
(j) Equity Protection Agreement, dated April 25, 1997, between the
Issuer and U-C Holdings, L.L.C. (incorporated by reference to Exhibit 4.2 to the
Issuer's Form 10-KSB for the fiscal year ended October 31, 1997).
(k) Equity Protection Agreement, dated April 25, 1997, between the
Issuer and U-C Holdings, L.L.C. (incorporated by reference herein to Exhibit 4.3
to the Issuer's Form 10-KSB for the fiscal year ended October 31, 1997).
(l) Equity Protection Agreement, dated April 25, 1997, between the
Issuer and U-C Holdings, L.L.C. (incorporated by reference herein to Exhibit 4.4
to the Issuer's Form 10-KSB for the fiscal year ended October 31, 1997).
(m) Equity Protection Agreement, dated April 25, 1997, between the
Issuer and U-C Holdings, L.L.C. (incorporated by reference herein to Exhibit 4.5
to the Issuer's Form 10-KSB for the fiscal year ended October 31, 1997).
<PAGE>
-------------------------- ---------------------
CUSIP NO. 194506101 13 D Page 13 of 13
-------------------------- ---------------------
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 1st day of August, 2000.
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/ DANIEL M. GILL
-------------------------------------------
Daniel M. Gill
Its: Managing Director
JOHN R. WILLIS
By: /s/ DANIEL M. GILL
-------------------------------------------
Daniel M. Gill, pursuant to a Power
of Attorney filed with the Commission
AVY H. STEIN
By: /s/ DANIEL M. GILL
-------------------------------------------
Daniel M. Gill, pursuant to a Power
of Attorney filed with the Commission
DANIEL H. BLUMENTHAL
By: /s/ DANIEL M. GILL
-------------------------------------------
Daniel M. Gill, pursuant to a Power
of Attorney filed with the Commission
DANIEL M. GILL
/s/ DANIEL M. GILL
-------------------------------------------
<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 CTN Media Group, 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 1st day of August, 2000.
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/ DANIEL M. GILL
-------------------------------------------
Daniel M. Gill
Its: Managing Director
JOHN R. WILLIS
By: /s/ DANIEL M. GILL
-------------------------------------------
Daniel M. Gill, pursuant to a Power
of Attorney filed with the Commission
AVY H. STEIN
By: /s/ DANIEL M. GILL
-------------------------------------------
Daniel M. Gill, pursuant to a Power
of Attorney filed with the Commission
DANIEL H. BLUMENTHAL
By: /s/ DANIEL M. GILL
-------------------------------------------
Daniel M. Gill, pursuant to a Power
of Attorney filed with the Commission
DANIEL M. GILL
/s/ DANIEL M. GILL
-------------------------------------------
