-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tt4ZbRXdQUQixU4+vgPQG2Hth4wBjpfwabOgpJrxdSPnG13K9HV74VcM4z8Yvwyq f0JaIqlfB7+o43HjvrfWdA== 0001047469-98-038042.txt : 19981026 0001047469-98-038042.hdr.sgml : 19981026 ACCESSION NUMBER: 0001047469-98-038042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981023 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHILDRENS BROADCASTING CORP CENTRAL INDEX KEY: 0000882160 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 411663712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45343 FILM NUMBER: 98729936 BUSINESS ADDRESS: STREET 1: 724 1ST ST N STREET 2: 4TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123383300 MAIL ADDRESS: STREET 1: 724 FIRST STREET NORTH STREET 2: FOURTH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAHL CHRISTOPHER T CENTRAL INDEX KEY: 0000939483 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 724 1ST STREET NORTH CITY: MINNEAPOLIS STATE: MI ZIP: 55401 BUSINESS PHONE: 6123309500 SC 13D/A 1 SCHEDULE 13D/A 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 - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 21, 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 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 CUSIP No. 168755-20-5 13D Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christopher T. Dahl - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 636,028 ----------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,528 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 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 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 Page 4 of 8 EXHIBIT INDEX 99.1 Promissory Note with Key Community Bank Page 5 of 8 EX-99.1 2 EXHIBIT 99.1
PROMISSORY NOTE - --------------------------------------------------------------------------------------------------------- Principal LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER DDC INITIALS $355,000.00 10-20-1998 01-18-1999 500013 AL IS 0 - --------------------------------------------------------------------------------------------------------- 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. - ---------------------------------------------------------------------------------------------------------
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. Page 6 of 8 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 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 ----------------------------------- --------------------------------- 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] Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----