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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Children's Broadcasting Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
168755-20-5
-----------------
(CUSIP Number)
Lance W. Riley, Esq.
Children's Broadcasting Corporation
724 First Street North, Fourth Floor
Minneapolis, MN 55401
(612) 338-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 21, 1998
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(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 of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
___________________________
*The remainder of this cover page shall be filed 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 ("Act") 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).
(Continued on following page(s))
Page 1 of 9
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CUSIP No. 168755-20-5 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher T. Dahl
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
636,028
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 22,500
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 636,028
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,528
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Reporting Person hereby amends his statements on this Schedule 13D
originally filed on January 10, 1997, with respect to his beneficial ownership
of shares of Common Stock, par value $.02 per share, of Children's Broadcasting
Corporation, a Minnesota corporation (the "Issuer"). Items 1, 3, 5 and 7 of
this Schedule 13D are hereby amended as follows:
Item 1: Security and Issuer
The Name of the Issuer is Children's Broadcasting Corporation and the
address of its principal office is 724 First Street North, Minneapolis,
Minnesota 55401. The title of the class of equity security to which this
statement relates is Common Stock.
Item 3: Source and Amount of Funds or Other Consideration
The Reporting Person and Richard W. Perkins, another director and
shareholder of the Issuer, have entered into a three month promissory note (the
"Note") with Key Community Bank for the purpose of financing their purchase of
an aggregate of 171,000 shares. The principal amount of the Note is
$355,000.00, it carries an interest rate of 2 points over the published prime
rate per annum and is secured by collateral provided by the Reporting Person and
Mr. Perkins.
Item 5: Interest in Securities of the Issuer
(a) As of the date of this Schedule 13D, the Reporting Person beneficially
owned 658,528 shares of Common Stock constituting approximately 9.6%
of outstanding Common Stock of the Issuer.
(b) The Reporting Person has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of 636,028
shares of Common Stock of the Issuer reported herein. The Reporting
Person has shared power to vote or to direct the vote and shared power
to dispose or to direct the disposition of 22,500 shares of Common
Stock of the Issuer reported herein.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 7: Material to be Filed as Exhibits
99.1 Promissory Note with Key Community Bank
Page 3 of 8
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SIGNATURE
After reasonable inquiring and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 23, 1998
/s/ Christopher T. Dahl
---------------------------------------
Christopher T. Dahl
Chairman of the Board, President and
Chief Executive Officer of Children's
Broadcasting Corporation
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EXHIBIT INDEX
99.1 Promissory Note with Key Community Bank
Page 5 of 8
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<TABLE>
<CAPTION>
PROMISSORY NOTE
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Principal LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER DDC INITIALS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$355,000.00 10-20-1998 01-18-1999 500013 AL IS
0
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References in the shaded area are for Lender's use only and do not limit the applicability of this
document to any particular loan or item.
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</TABLE>
BORROWER: CHRISTOPHER T. DAHL (SSN: ###-##-####
RICHARD W. PERKINS (SSN: ###-##-####
CHILDREN'S BROADCASTING CORP.,
724 FIRST STREET NORTH
MINNEAPOLIS, MN 55401
LENDER: KEY COMMUNITY BANK
5684 BISHOP AVE., SUITE 100
INVER GROVE HEIGHTS, MN 55076
PRINCIPAL AMOUNT: $355,000.00 INITIAL RATE: 10.000% DATE OF NOTE: OCTOBER
20, 1998
PROMISE TO PAY. I PROMISE TO PAY TO KEY COMMUNITY BANK ("LENDER"), OR
ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF
THREE HUNDRED FIFTY FIVE THOUSAND & 00/100 DOLLARS ($355,000.00), TOGETHER WITH
INTEREST ON THE UNPAID PRINCIPAL BALANCE FROM OCTOBER 20, 1998, UNTIL PAID IN
FULL.
PAYMENT. I WILL PAY THIS LOAN ON DEMAND, OR IF NO DEMAND, IN ONE PRINCIPAL
PAYMENT OF $355,000.00 PLUS INTEREST ON JANUARY 18, 1999. THIS PAYMENT DUE
JANUARY 18, 1999, WILL BE FOR ALL PRINCIPAL AND ACCRUED INTEREST NOT YET PAID.
The annual interest rate for this Note is computed on a 365/360 basis; that is,
by applying the ration of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding. I will pay Lender at Lender's
address shown above or at such other place as Lender may require in writing.
Unless otherwise agreed or required by law, payments will be applied first to
accrued unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs and late charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
form time to time based on changes in an independent index which is the Wall
Street Journal Prime Rate (the "Index"). The Index is not necessarily the
lowest rate charged by Lender on its Loans. If the index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notice to me. Lender will tell me the current Index rate upon my request. I
understand that Lender may make loans based on other rates as well. The
interest rate change will not occur more often than each day. THE INDEX
CURRENTLY IS 8.000% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID
PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE OF 2.000 PERCENTAGE POINTS OVER
THE INDEX, RESULTING IN AN INITIAL RATE OF 10.000% PER ANNUM. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.
PREPAYMENT; MINIMUM INTEREST CHARGE. I agree that all loan fees and other
prepaid finance charges are earned fully as of the date of the loan and will not
be refunded to me upon early payment (whether voluntary or as a result of
default), except as otherwise required by law. In any event, even upon full
prepayment of this Note, I understand that Lender is entitled to a MINIMUM
INTEREST CHARGE OF $10.00. Other than my obligation to pay any minimum interest
charge, I may pay without penalty all or a portion of the amount owed earlier
than it is due. If I do make any payments before they are due, I understand
that unless Lender agrees otherwise in writing, I will still have to continue to
make my regular payments under the payment schedule. Rather, they will reduce
the principal balance due.
LATE CHARGE. If a payment is 10 days or more late, I will be charges 5.000% of
the regularly scheduled payment or $10.00, whichever is greater.
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DEFAULT. I will be in default if any of the following happens: (a) I fail to
make any payment when due. (b) I break any promise I have made to Lender, or I
fail to comply with or to perform when due any other term, obligation, covenant,
or condition contained in this Note or any agreement related to this Note, or in
any other agreement or loan I have with Lender. (c) Any representation or
statement made or furnished to Lender by me or on my behalf is false or
misleading in any material respect either now or at the time made or furnished.
(d) I die or become insolvent, a receiver is appointed for any part of my
property, I make an assignment for the benefit of creditors, or any lawsuit or
process is started either by me or against me under any bankruptcy or insolvency
laws. (e) Any creditor tries to take any of my property on or in which Lender
has a lien or security interest. This includes a garnishment of any of my
accounts with Lender. (f) Any of the events described in this default section
occurs with respect to any guarantor of this Note. (g) A material adverse
change occurs in my financial condition, or Lender believes the prospect of
payment or performance of the Indebtedness is impaired. (h) Lender in good
faith deems itself insecure.
LENDER'S RIGHTS. If I am in default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately due,
without notice, and then I will pay that amount. Lender may hire or pay someone
else to help collect this Note if I do not pay. I also will pay Lender that
amount. This includes, subject to any limits under law, Lender's attorneys'
fees and Lender's legal expenses whether or not there is a lawsuit, including
attorneys' fees and legal expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. If not prohibited by law, I also
will pay any court costs, in addition to all other sums provided by law. THIS
NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF
MINNESOTA. IF THERE IS A LAWSUIT, I AGREE UPON LENDER'S REQUEST TO APPEAR IN
THE COURTS OF DAKOTA COUNTY, THE STATE OF MINNESOTA. THIS NOTE SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA.
UNPAID CHECK FEE. I will pay a fee to Lender of $20.00 if I make a payment on
my loan and the check or other payment order with which I pay is later returned
unpaid for any reason, such as lack of funds or a closed account.
RIGHT OF SETOFF. I grant to Lender a contractual security interest in, and
hereby assign, convey, deliver, pledge, and transfer to Lender all my right,
title and interest in and to, my accounts with Lender (whether checking,
savings, or some other account), including without limitation all accounts held
jointly with someone else and all accounts I may open in the future, excluding
however all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. I authorize Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on this
Note against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided on this paragraph.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific
default provisions or rights of Lender shall not preclude Lender's right to
declare payment of this Note on its demand. Lender may delay or give up any of
its rights or remedies under this Note without losing them. I and any other
person who signs, guarantees or endorses this Note, to the extent allowed by
law, waive presentment, demand for payment, protest and notice of dishonor.
Upon any change in the terms of this Note, and unless agreed to differently and
stated in writing, no party who signs this Note, whether as a borrower, a
cosigner, a guarantor or as some other type of signer, shall be released from
liability. All signers of this Note agree that whether as a borrower, a
cosigner, a guarantor or as some other type of signer, shall be released from
liability. All signers of this Note agree that Lender may renew or extend
(repeatedly and for any length of time) this loan, or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest in the collateral; and take nay other action deemed necessary
by Lender without the consent of or notice to anyone. All signers of this Note
also agree that
Page 7 of 8
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Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made. The obligations under this
Note are joint and several. This means that the words "I", "me", and "my" mean
each and all of the persons signing below.
SECTION DISCLOSURE. This loan is made under Minnesota Statutes, Section 334.01.
PRIOR TO SIGNING THIS NOTE, I, AND EACH OF US, READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS AND THE
NOTICE TO CONSIGNER SET FORTH BELOW. I, AND EACH OF US, AGREE TO THE TERMS OF
THE NOTE AND ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
X X
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CHRISTOPHER T. DAHL RICHARD W. PERKINS
NOTICE TO COSIGNER
YOU ARE BEING ASKED TO GUARANTEE THIS DEBT. THINK CAREFULLY BEFORE YOU DO. IF
THE BORROWER DOESN'T PAY THE DEBT, YOU WILL HAVE TO. BE SURE YOU CAN AFFORD TO
PAY IF YOU HAVE TO, AND THAT YOU WANT TO ACCEPT THIS RESPONSIBILITY.
YOU MAY HAVE TO PAY UP TO THE FULL AMOUNT OF THE DEBT IF THE BORROWER DOES NOT
PAY. YOU MAY ALSO HAVE TO PAY LATE FEES OR COLLECTION COSTS, WHICH INCREASE
THIS AMOUNT.
THE LENDER CAN COLLECT THIS DEBT FROM YOU WITHOUT FIRST TRYING TO COLLECT FROM
THE BORROWER. THE LENDER CAN USE THE SAME COLLECTION METHODS AGAINST YOU THAT
CAN BE USED AGAINST THE BORROWER, SUCH AS SUING YOU, GARNISHING YOUR WAGES, ETC.
IF THIS DEBT IS EVER IN DEFAULT, THAT FACT MAY BECOME A PART OF YOUR CREDIT
RECORD.
THIS NOTICE IS NOT THE CONTRACT THAT MAKES YOU LIABLE FOR THE DEBT.
Variable Rate. Single Pay. LASER PRO, Reg U.S. Pat. & T.M. Off., Ver. 3.26a
(c) 1998 CFI ProServices, Inc. All rights reserved. [MN-D20 F3.26 8PERKINS.LN]
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