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- Alternative Formats (Word, et al.)
- Accounting Treatment
- Advertising
- Affiliated Cable Systems and Subscribers
- Amendment; Waiver; Termination
- Annual Report and Form 10-K
- Appraisal Rights
- ARTICLE IV COVENANTS 4.1 Conduct of Business of the Company
- ARTICLE VI CLOSING 6.1 Time and Place
- ARTICLE VIII GENERAL PROVISIONS 8.1 Survival of Representations, Warranties, Covenants and Agreements
- ARTICLE VII TERMINATION AND ABANDONMENT 7.1 Termination
- Background
- Business of Nostalgia
- Cablecast rights payable
- Certain Transactions and Relationships
- Closing
- Comparative Per Share Market Information
- Competition
- Concept Group, The
- Conditions to the Merger
- Covenants
- Description of Business
- Determination of Fairness
- Director
- Effective Time of the Merger
- Effect of the Merger on Nostalgia and the Concept Group
- Effect of the Merger on the Rights of Existing Stockholders
- Effects of Abstentions and Broker Non-Votes
- Employees
- Federal Income Tax Considerations
- Financial Information
- Financing, Expenses and Fees
- Forward Looking Statements
- General
- Government Regulation
- Indemnification
- Independent Accountants
- Index to Financial Statements
- Interests of Certain Persons in the Merger
- Legal Proceedings
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- Material Commitments
- Matters to Be Considered
- Merger
- Merger Agreement, The
- Merger, The
- Nostalgia
- Nostalgia Stock Price and Trading Volume
- Notes to Financial Statements
- Operating Expenses
- Opinion of the Financial Advisor to the Special Committee
- Other Matters
- Overview
- Patents, Trademarks, Licenses
- Per Sub
- Procedures for Receipt of Merger Consideration
- Programming
- Properties
- Proxies; Proxy Solicitation
- Proxy Statement
- Questions About the Merger
- Reasons for the Merger; Fairness Considerations
- Recommendation of the Board of Directors
- Record Date; Shares Entitled to Vote; Quorum
- Regulatory Approval
- Report of Independent Certified Public Accountants on Schedule II
- Report of the Financial Advisor to Crown
- Representations and Warranties
- Security Ownership of Management and Certain Beneficial Owners
- Selected Financial Data
- Special Factors
- Special Meeting, The
- Summary Term Sheet
- Table of Contents
- Termination
- Terms of the Merger
- The Concept Group
- The Merger
- The Merger Agreement
- The Special Meeting
- Use of Forecasts and Projections
- Valuation Analysis of Daniels and Associates, L.P
- Vote Required
- Where You Can Find More Information
- 1.10 No Further Rights or Transfers
- 1.1 The Merger
- 1.2 Surviving Corporation; Effects of the Merger
- 1.3 Effective Time
- 1.4 Certificate of Incorporation of the Surviving Corporation
- 1.5 Bylaws of the Surviving Corporation
- 1.6 Board of Directors and Officers of the Surviving Corporation
- 1.7 Conversion of Shares
- 1.8 Dissenting Shares
- 1.9 Payment for Shares
- 2.2 Authorization
- 2.3 Capitalization of the Company
- 2.4 Certain Fees
- 2.5 SEC Filings
- 2.6 Consents and Approvals; No Violations
- 2.7 No Undisclosed Material Liabilities
- 2.8 Proxy Statement; Other Information
- 3.2 Authorization
- 3.3 Commitments for the Financing
- 3.4 Consents and Approvals; No Violations
- 3.5 Proxy Statement; Other Information
- 4.10 Deposit of Funds
- 4.2 No Solicitation
- 4.3 Access to Information
- 4.4 Best Efforts
- 4.5 Public Announcements
- 4.6 Supplemental Information
- 4.7 Schedule 13E-3 and Proxy Material; Stockholders' Meeting
- 4.8 Agreement to Defend and Indemnify
- 4.9 Option Plans
- 5.1 Conditions to Each Party's Obligation to Effect the Merger
- 5.2 Conditions to the Obligation of NAC to Effect the Merger
- 5.3 Conditions to the Obligations of the Company to Effect the Merger
- 6.2 Deliveries at the Closing
- 7.2 Procedure and Effect of Termination
- 8.10 Counterparts
- 8.11 Headings
- 8.12 Entire Agreement
- 8.2 Amendment, Modification and Waiver
- 8.3 Waiver of Compliance; Consents
- 8.4 Severability
- 8.5 Fees and Expenses
- 8.6 No Third Party Beneficiaries
- 8.7 Additional Agreements
- 8.8 Notices
- 8.9 Governing Law
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1 | 1st Page - Filing Submission
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3 | Proxy Statement
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4 | Table of Contents
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6 | Summary Term Sheet
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" | Nostalgia
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" | The Concept Group
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10 | Valuation Analysis of Daniels and Associates, L.P
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11 | Procedures for Receipt of Merger Consideration
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" | Questions About the Merger
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12 | Special Factors
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" | Background
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13 | Recommendation of the Board of Directors
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14 | Reasons for the Merger; Fairness Considerations
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17 | Effect of the Merger on the Rights of Existing Stockholders
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" | Effect of the Merger on Nostalgia and the Concept Group
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" | Federal Income Tax Considerations
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18 | Vote Required
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" | Report of the Financial Advisor to Crown
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21 | Opinion of the Financial Advisor to the Special Committee
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24 | Nostalgia Stock Price and Trading Volume
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" | Determination of Fairness
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29 | Use of Forecasts and Projections
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30 | Where You Can Find More Information
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" | Forward Looking Statements
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31 | Comparative Per Share Market Information
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32 | The Special Meeting
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" | General
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" | Matters to Be Considered
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" | Record Date; Shares Entitled to Vote; Quorum
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" | Proxies; Proxy Solicitation
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33 | Effects of Abstentions and Broker Non-Votes
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34 | Security Ownership of Management and Certain Beneficial Owners
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" | Interests of Certain Persons in the Merger
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35 | Regulatory Approval
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" | Appraisal Rights
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38 | Accounting Treatment
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" | Financing, Expenses and Fees
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40 | The Merger Agreement
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" | Terms of the Merger
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" | The Merger
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41 | Indemnification
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" | Effective Time of the Merger
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" | Representations and Warranties
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42 | Covenants
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" | Business of Nostalgia
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43 | Conditions to the Merger
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" | Amendment; Waiver; Termination
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" | Termination
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45 | Certain Transactions and Relationships
|
48 | Overview
|
" | Description of Business
|
" | Affiliated Cable Systems and Subscribers
|
49 | Advertising
|
" | Programming
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51 | Financial Information
|
" | Patents, Trademarks, Licenses
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" | Competition
|
52 | Government Regulation
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53 | Employees
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55 | Properties
|
" | Legal Proceedings
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57 | Selected Financial Data
|
58 | Management's Discussion and Analysis of Financial Condition and Results of Operations
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59 | Operating Expenses
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65 | Material Commitments
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67 | Cablecast rights payable
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" | Independent Accountants
|
" | Other Matters
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68 | Annual Report and Form 10-K
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70 | Index to Financial Statements
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77 | Notes to Financial Statements
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89 | Report of Independent Certified Public Accountants on Schedule II
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94 | Merger
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" | 1.1 The Merger
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" | 1.2 Surviving Corporation; Effects of the Merger
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" | 1.3 Effective Time
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" | 1.4 Certificate of Incorporation of the Surviving Corporation
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" | 1.5 Bylaws of the Surviving Corporation
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" | 1.6 Board of Directors and Officers of the Surviving Corporation
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95 | 1.7 Conversion of Shares
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" | 1.8 Dissenting Shares
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" | 1.9 Payment for Shares
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96 | 1.10 No Further Rights or Transfers
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97 | 2.2 Authorization
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" | 2.3 Capitalization of the Company
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" | 2.4 Certain Fees
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" | 2.5 SEC Filings
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" | 2.6 Consents and Approvals; No Violations
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98 | 2.7 No Undisclosed Material Liabilities
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" | 2.8 Proxy Statement; Other Information
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" | 3.2 Authorization
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" | 3.3 Commitments for the Financing
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" | 3.4 Consents and Approvals; No Violations
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99 | 3.5 Proxy Statement; Other Information
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" | ARTICLE IV COVENANTS 4.1 Conduct of Business of the Company
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101 | 4.2 No Solicitation
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" | 4.3 Access to Information
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102 | 4.4 Best Efforts
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" | 4.5 Public Announcements
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" | 4.6 Supplemental Information
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" | 4.7 Schedule 13E-3 and Proxy Material; Stockholders' Meeting
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103 | 4.8 Agreement to Defend and Indemnify
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" | 4.9 Option Plans
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104 | 4.10 Deposit of Funds
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" | 5.1 Conditions to Each Party's Obligation to Effect the Merger
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" | 5.2 Conditions to the Obligation of NAC to Effect the Merger
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105 | 5.3 Conditions to the Obligations of the Company to Effect the Merger
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" | ARTICLE VI CLOSING 6.1 Time and Place
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" | Closing
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" | 6.2 Deliveries at the Closing
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" | ARTICLE VII TERMINATION AND ABANDONMENT 7.1 Termination
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106 | 7.2 Procedure and Effect of Termination
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" | ARTICLE VIII GENERAL PROVISIONS 8.1 Survival of Representations, Warranties, Covenants and Agreements
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" | 8.2 Amendment, Modification and Waiver
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" | 8.3 Waiver of Compliance; Consents
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" | 8.4 Severability
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" | 8.5 Fees and Expenses
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107 | 8.6 No Third Party Beneficiaries
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" | 8.7 Additional Agreements
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" | 8.8 Notices
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" | 8.9 Governing Law
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" | 8.10 Counterparts
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108 | 8.11 Headings
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" | 8.12 Entire Agreement
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125 | Director
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141 | Per Sub
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