UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 8)
CROWN MEDIA HOLDINGS, INC.
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(Name of Issuer)
Class A Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
228411 10 4
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(CUSIP Number)
Brian Gardner, Esq.
Executive Vice President and General Counsel
Hallmark Cards, Incorporated
Department 339
2501 McGee
Kansas City, Missouri 64108
(816) 274-5583
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 2006
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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 that is the subject of this Schedule 13D, and
is filing this schedule because of ss.ss.240.13d-l(e), 240.13d-l(f) or
240.13d-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
ss.240.13d-7 for other parties to whom copies are to be sent.
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).
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CUSIP No. 228411 10 4 Page 2 of 6
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Hallmark Cards, Incorporated
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (1)
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(b) [ ]
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3. SEC Use Only [ ]
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4. Source of Funds (See Instructions)
WC, OO
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5. Check 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
Missouri
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7. Sole Voting Power
-0-
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Number of Shares
Beneficially Owned
by Each Reporting 8. Shared Voting Power
Person With 83,885,502 shares of Class A common stock (2)
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9. Sole Dispositive Power
-0-
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10. Shared Dispositive Power
83,885,502 shares of Class A common stock (2)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
88,748,392 shares of Class A common stock (2)(3)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
84.7% (3)
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14. Type of Reporting Person (See Instructions)
CO
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(1) Beneficial ownership is disclaimed with respect to certain securities of
the Issuer. See note 3.
(2) Includes 30,670,422 shares of Class B Common Stock, which are convertible
at the option of the holder into an equivalent number of shares of Class A
Common Stock.
(3) Assuming conversion of the shares of Class B Common Stock included in the
response to Items 8, 10 and 11, and calculated using the number of shares
of Class A Common Stock and Class B Common Stock outstanding on February
28, 2006. Includes 4,862,890 shares of Class A Common Stock, which are
severally beneficially owned by VISN Management Corp. and JP Morgan
Partners (BHCA), L.P., that are deemed to be beneficially owned pursuant to
Rule 13d-5(b)(1). Beneficial ownership of these 4,862,890 shares of Class A
Common Stock is disclaimed.
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CUSIP No. 228411 10 4 Page 3 of 6
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Hallmark Entertainment Holdings, Inc.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (1)
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(b) [ ]
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3. SEC Use Only [ ]
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4. Source of Funds (See Instructions)
OO
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5. Check 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
Delaware
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7. Sole Voting Power
-0-
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Number of Shares
Beneficially Owned
by Each Reporting 8. Shared Voting Power
Person With 83,885,502 shares of Class A common stock (2)
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9. Sole Dispositive Power
-0-
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10. Shared Dispositive Power
83,885,502 shares of Class A common stock (2)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
88,748,392 shares of Class A common stock (2)(3)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
84.7% (3)
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14. Type of Reporting Person (See Instructions)
CO
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(1) Beneficial ownership is disclaimed with respect to certain securities of
the Issuer. See note 3.
(2) Includes 30,670,422 shares of Class B Common Stock, which are convertible
at the option of the holder into an equivalent number of shares of Class A
Common Stock.
(3) Assuming conversion of the shares of Class B Common Stock included in the
response to Items 8, 10 and 11, and calculated using the number of shares
of Class A Common Stock and Class B Common Stock outstanding on February
28, 2006. Includes 4,862,890 shares of Class A Common Stock, which are
severally beneficially owned by VISN Management Corp. and JP Morgan
Partners (BHCA), L.P., that are deemed to be beneficially owned pursuant to
Rule 13d-5(b)(1). Beneficial ownership of these 4,862,890 shares of Class A
Common Stock is disclaimed.
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CUSIP No. 228411 10 4 Page 4 of 6
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Hallmark Entertainment Investments Co.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (1)
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(b) [ ]
-----------------------------------------------------------------
3. SEC Use Only [ ]
---------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
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5. Check 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
Delaware
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7. Sole Voting Power
-0-
----------------------------------------------------
Number of Shares
Beneficially Owned
by Each Reporting 8. Shared Voting Power
Person With 83,885,502 shares of Class A common stock (2)
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9. Sole Dispositive Power
-0-
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10. Shared Dispositive Power
83,885,502 shares of Class A common stock (2)
----------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
88,748,392 shares of Class A common stock (2)(3)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
84.7% (3)
---------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
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(1) Beneficial ownership is disclaimed with respect to certain securities of
the Issuer. See note 3.
(2) Includes 30,670,422 shares of Class B Common Stock, which are convertible
at the option of the holder into an equivalent number of shares of Class A
Common Stock.
(3) Assuming conversion of the shares of Class B Common Stock included in the
response to Items 8, 10 and 11, and calculated using the number of shares
of Class A Common Stock and Class B Common Stock outstanding on February
28, 2006. Includes 4,862,890 shares of Class A Common Stock, which are
severally beneficially owned by VISN Management Corp. and JP Morgan
Partners (BHCA), L.P., that are deemed to be beneficially owned pursuant to
Rule 13d-5(b)(1). Beneficial ownership of these 4,862,890 shares of Class A
Common Stock is disclaimed.
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CUSIP No. 228411 10 4 Page 5 of 6
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This Schedule 13D/A Amendment No. 8 amends and supplements the Schedule 13D
filed previously by Hallmark Cards, Incorporated, Hallmark Entertainment
Holdings, Inc. and Hallmark Entertainment Investments Co., jointly with respect
to the securities of Crown Media Holdings, Inc. (the "Schedule 13D").
Capitalized terms used but not otherwise defined herein have the meanings set
forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following to the end thereof:
The Issuer's Board of Directors has announced that it has determined to
terminate the process of reviewing strategic alternatives and to fully commit
the company's resources to continuing to operate its channels and its VOD and HD
programming services. The Reporting Persons support the decision of the Issuer's
Board of Directors to focus on the operations of the business, and in
furtherance of that decision may from time to time engage in discussions with
(1) potential sources of financing for the Issuer, and (2) potential strategic
partners.
In addition, the Reporting Persons will routinely monitor the Issuer's
operations, prospects, business development, management, competitive and
strategic matters, capital structure, and any proposals received from third
parties with respect to the Issuer. The Reporting Persons may discuss such
matters with management or directors of the Issuer, existing or potential
strategic partners, persons who have expressed an interest in acquiring all or a
portion of the Issuer's equity interests or in engaging in a strategic
transaction with the Reporting Persons regarding the Issuer, sources of credit
and other investors. In evaluating the Issuer, the Reporting Persons will also
consider alternative investment opportunities available to them, the Reporting
Persons' liquidity requirements and other investment considerations.
The factors described in the first and last sentences of the preceding paragraph
and/or the discussions described in the preceding two paragraphs may materially
affect, and result in, the Reporting Persons': (1) modifying or disposing of all
or a portion of their debt and equity investment in the Issuer, (2) exchanging
information with others regarding the Issuer pursuant to appropriate
confidentiality or similar agreements, (3) proposing changes in the Issuer's
operations, governance or capitalization, including but not limited to the
recapitalization of the Issuer's indebtedness due to the Reporting Persons and
their affiliates, or (4) proposing one or more of the other actions described in
subsections (a) through (j) of Item 4 of Schedule 13D. However, the Reporting
Persons do not currently intend to engage in or propose a "going private"
transaction.
The Reporting Persons reserve the right to formulate other plans and/or make
other proposals, and take such actions with respect to their investment in the
Issuer, including any or all of the actions set forth in paragraphs (a) through
(j) of Item 4 of Schedule 13D, or dispose of all or a portion of their
investment in the Issuer in privately negotiated transactions. The Reporting
Persons may at any time reconsider and change their plans or proposals relating
to the foregoing.
SIGNATURES
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 17, 2006 HALLMARK CARDS, INCORPORATED
By: /s/ Brian Gardner
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Name: Brian Gardner
Title: Executive Vice President
Dated: April 17, 2006 HALLMARK ENTERTAINMENT HOLDINGS, INC.
By: /s/ Brian Gardner
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Name: Brian Gardner
Title: Vice President
Dated: April 17, 2006 HALLMARK ENTERTAINMENT INVESTMENTS CO.
By: /s/ Brian Gardner
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Name: Brian Gardner
Title: Vice President
SCHEDULE I
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The name and present principal occupation of each director and executive officer
of Hallmark Cards, Incorporated, Hallmark Entertainment Holdings, Inc. and
Hallmark Entertainment Investments Co. are set forth below. The business address
for the directors and executive officers of Hallmark Cards, Incorporated and
Hallmark Entertainment Investments Co. is c/o Hallmark Cards, Incorporated, 2501
McGee, Kansas City, Missouri 64108. The business address for the directors and
executive officers of Hallmark Entertainment Holdings, Inc. is c/o Hallmark
Entertainment Holdings, Inc., 1325 Avenue of the Americas, 21st Floor, New York,
New York 10019. All the directors and executive officers listed on this Schedule
I are United States citizens.
HALLMARK CARDS, INCORPORATED
NAME TITLE
---- -----
Herman Cain Director
Nancye L. Green Director
John P. Mascotte Director
William D. Perez Director
Timothy P. Smucker Director
Donald J. Hall Chairman of the Board
Donald J. Hall, Jr. Director; Vice Chairman, President and Chief Executive Officer
James E. Boike President - Retail
David E. Hall Director; President - Personal Expression Group
Robert J. Druten Executive Vice President - Chief Financial Officer
Brian E. Gardner Executive Vice President - General Counsel, Secretary
Anil Jagtiani Executive Vice President - Corporate Strategy and Development
William P. Lucas Executive Vice President - Real Estate
Paul Barker Senior Vice President - Creative Product Development
Steve Hawn Senior Vice President - General Manager - Greetings
Steve Doyal Senior Vice President - Public Affairs and Communications
Lisa Macpherson Senior Vice President - Retail Merchandising
Steve Paoletti Senior Vice President - Sales
Rod Sturgeon Senior Vice President - PEG - Finance
John Sullivan Senior Vice President - General Manager - Party
James Welch Senior Vice President - Marketing
Thomas B. Wright, III Senior Vice President - Human Resources
Margaret Keating Group Vice President - Operations
Pete Burney Operations Vice President - Order Distribution
Daniel S. Krouse Operations Vice President - Global Procurement
Ray Powers Operations Vice President - Manufacturing
Michael W. Goodwin Vice President - Information Technology
HALLMARK ENTERTAINMENT HOLDINGS, INC.
NAME TITLE
---- -----
Donald J. Hall, Jr. Director; Vice Chairman, President and Chief Executive Officer
of Hallmark Cards, Incorporated
Robert J. Druten Director; Executive Vice President and Chief Financial Officer
of Hallmark Cards, Incorporated
Brian E. Gardner Director; Executive Vice President and General Counsel of
Hallmark Cards, Incorporated
Anil Jagtiani Director; Executive Vice President - Corporate Strategy and
Development of Hallmark Cards, Incorporated
HALLMARK ENTERTAINMENT HOLDINGS, INC.
NAME TITLE
---- -----
Arnold L. Chavkin Director
Glenn Curtis Director
Robert J. Druten Director; President
David J. Evans Director
Donald J. Hall, Jr. Director
Irvine O. Hockaday, Jr. Director
Anil Jagtiani Director
John P. Mascotte Director
SCHEDULE II
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To the knowledge of the Reporting Persons, listed below are the names of their
executive officers and directors who beneficially own Common Stock, along with
the number of shares each such person beneficially owns. To the knowledge of the
Reporting Persons, the persons listed below are the only persons on Schedule I
who beneficially own Common Stock. To the knowledge of the Reporting Persons
except as noted below, (a) each person listed below has the sole power to vote
or direct to vote and dispose or direct to dispose those shares of Common Stock
beneficially owned by such person and (b) each person beneficially owns shares
of Common Stock representing less than 1% of the Class A Common Stock
outstanding.
Name Number of Shares
---- ----------------
Arnold L. Chavkin 88,748,392(1)(2)
Glenn Curtis 0
Steve Doyal 1,500
Robert J. Druten 18,500
David J. Evans 84,700
Nancye L. Green 10,000
David E. Hall 2,500
Donald J. Hall, Jr. 88,748,392(3)
Irvine O. Hockaday, Jr. 77,865(4)
Anil Jagtiani 8,000
John P. Mascotte 84,190(4)
William D. Perez 10,902
(1) Mr. Chavkin shares investment and voting power with JPMorgan Partners
(BHCA), L.P., but disclaims beneficial ownership of such shares.
(2) Mr. Chavkin may be deemed to beneficially own shares held by HEIC as a
result of ownership of HEIC by JPMorgan Partners (BHCA) L.P., but Mr.
Chavkin disclaims beneficial ownership of such shares.
(3) Donald J. Hall, Jr., may be deemed to be a beneficial owner of the shares
beneficially owned by HEIC because Mr. Hall is a co-trustee of a voting
trust which controls all of the voting securities of Hallmark Cards and he
is Vice Chairman of the board of directors, Chief Executive Officer and
President of Hallmark Cards. Mr. Hall disclaims beneficial ownership of
such shares, except to the extent of his pecuniary interest therein.
(4) Includes underlying stock options that are vested or will vest within 60
days.