form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
[Missing Graphic Reference]
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
May 28, 2009
Date of Report (Date of earliest event reported)

CROWN MEDIA HOLDINGS, INC.
(Exact name of Registrant as Specified in Charter)
 
Delaware
  
000-30700
  
84-1524410
(State or other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
12700 Ventura Boulevard
Studio City, California 91604
(Address of Principal Executive Offices)
 
(818) 755-2400
Registrant’s telephone number, including area code
 
 
 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
ITEM 8.01
OTHER EVENTS

On May 28, 2009, Crown Media Holdings, Inc. received a proposal from HC Crown Corp. regarding a recapitalization of existing indebtedness and accounts payable to HC Crown Corp. and its affiliates.  Crown Media Holdings has issued a press release regarding this proposal, which press release is an exhibit to this report.  The proposal is attached as an exhibit to this Current Report and is also part of a Schedule 13D amendment filing of Hallmark Cards, Incorporated.

ITEM 9.01                                FINANCIAL STATEMENTS AND EXHIBITS.

A list of exhibits filed herewith is contained on the Exhibit Index, which immediately precedes such exhibits and is incorporated herein by reference.



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
       
CROWN MEDIA HOLDINGS, INC.
       
(Registrant)
         
         
Date
May 28, 2009
  
By
/s/ Charles L. Stanford
       
Charles L. Stanford
       
Executive Vice President and General Counsel

 
EXHIBIT INDEX

Exhibit
Number
  
 
Description
99.1
  
Press release issued on May 28, 2009.
99.2
  
Proposal from HC Crown Corp. regarding recapitalization.