UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Rule 13d-102)
Information to be Included in Statements Filed
Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto
Filed Pursuant to Rule 13d-2(b)
(Amendment No. 8)*
| Crown Media Holdings, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 228411104 |
| (CUSIP Number) |
| December 31, 2007 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled 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 the disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
| 1. | Names of Reporting Persons. | |||||
| I.R.S. Identification Nos. of above persons (entities only). | ||||||
| J.P. Morgan Partners (BHCA), L.P. | ||||||
| 13-337-1826 | ||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | ||||||
| (b) | ||||||
| SEC Use | ||||||
| 3. | Only | |||||
| Citizenship or Place of | ||||||
| 4. | Organization | Delaware | ||||
| Sole Voting | ||||||
| 5. | Power | 3,843,010 (includes Options to purchase 6,390 shares) | ||||
| Number of | ||||||
| Shares | Shared Voting | |||||
| Beneficially | 6. | Power | ||||
| Owned by Each | Sole Dispositive | |||||
| Reporting | 7. | Power |
3,843,010 (includes Options to purchase 6,390 shares) |
|||
| Person With: | ||||||
| Shared | ||||||
| 8. | Dispositive Power | |||||
| Aggregate Amount Beneficially Owned by Each | 3,843,010 (includes Options to | |||||
| 9. | Reporting Person | purchase
6,390 shares) |
||||
| Check if the Aggregate Amount in Row (9) | ||||||
| 10. | Excludes Certain Shares (See Instructions) | |||||
| Percent of Class Represented by Amount in Row | ||||||
| 11. | (9) | 5.1% | ||||
| 12. | Type of Reporting Person (See Instructions) | |||||
|
PN |
||||||
Page 2 of 10 pages
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
| Item 1. | ||
| (a) | Name of Issuer: | |
| Crown Media Holdings, Inc. | ||
| (b) | Address of Issuer's Principal Executive Offices: | |
| 6430 S. Fiddlers Green Circle | ||
| Englewood, CO 80111 | ||
| Item 2. | ||
| (a) | Name of Person Filing: | |
| J.P. Morgan Partners (BHCA), L.P. | ||
| Supplemental information relating to the ownership and control of the person filing this | ||
| statement is included in Exhibit 1 attached hereto. | ||
| (b) | Address of Principal Business Office or, if none, Residence: | |
| 270 Park Avenue | ||
| New York, New York 10017 | ||
| (c) | Citizenship: | |
| Delaware | ||
| (d) | Title of Class of Securities (of Issuer): | |
| Common Stock | ||
| (e) | CUSIP Number: | |
| 228411104 |
| Item 3. | If this statement is filed pursuant to §§ 240. 13d-1(b) or 240. 13d-2(b) or (c), check whether the |
| person filing is a: | |
| Not applicable. | |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: | |
| 3,843,010 (includes Options to purchase 6,390 shares) | ||
| (b) | Percent of Class: | |
| 5.1% (as of December 31, 2007) | ||
| (c) | Number of shares as to which such person has: |
Page 3 of 10 pages
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
| (i) | 3,843,010 (includes Options to purchase 6,390 shares) |
|
| (ii) |
Not applicable. |
|
| (iii) |
3,843,010 (includes Options to purchase 6,390 shares) |
|
| (iv) |
Not applicable. |
|
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported |
| on By the Parent Holding Company or Control Person | |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10. | Certification |
| Not applicable. |
Page 4 of 10 pages
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2008
| J.P. MORGAN PARTNERS (BHCA), L.P. | ||
| By:JPMP Master Fund Manager, L.P., its general | ||
| partner | ||
| By: JPMP Capital Corp., its general partner | ||
| By: | /c/ John C. Wilmot | |
| Name: | John C. Wilmot | |
| Title: | Managing Director | |
Page 5 of 10 pages
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
EXHIBIT 1
This statement is being filed by J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), whose principal business office is located at 270 Park Avenue, New York, New York 10017. JPMP (BHCA) is engaged in the venture capital and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P., a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund", whose principal business office is located at the same address as JPMP (BHCA), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. As general partner of JPMP (BHCA), JPMP Master Fund may be deemed to beneficially own the shares held by JPMP (BHCA). The general partner of JPMP Master Fund is JPMP Capital Corp. (formerly known as Chase Capital Corporation), a New York corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp. As general partner of JPMP Master Fund, JPMP Capital Corp. may be deemed to beneficially own the shares held by JPMP Master Fund.
JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (hereinafter referred to as "JPMorgan Chase") which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase.
Page 6 of 10 pages
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
SCHEDULE A
JPMP CAPITAL CORP.
Executive Officers1
| President | Ina R. Drew* | |
| Managing Director | Joseph S. Bonocore* | |
| Managing Director | Ana Capella Gomez-Acebo* | |
| Managing Director | John C. Wilmot* | |
| Managing Director and Treasurer | Phillip D. Renshaw-Lewis* | |
| Vice President | William T. Williams Jr.* | |
| Vice President and Assistant Secretary | Judah Shechter* | |
| Vice President and Assistant Secretary | Elizabeth De Guzman* | |
Directors1
Ina R. Drew*
John C. Wilmot*
|
|
| 1 | Each of whom is a United States citizen except for Ana Capella Gomez-Acebo who is a citizen of Spain. |
| * | Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan |
| Chase & Co., 270 Park Avenue, New York, New York 10017. | |
Page 7 of 10 pages
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
SCHEDULE B
JPMORGAN CHASE & CO.
Executive Officers1
| President and Chief Executive Officer | James Dimon* | |
| Chief Administrative Officer | Frank Bisignano * | |
| Co-Chief Executive Officer, Investment Bank | Steven D. Black* | |
| Chief Financial Officer | Michael J. Cavanagh* | |
| Director of Human Resources | John F. Bradley* | |
| Chief Investment Officer | Ina R. Drew * | |
| Head, Commercial Banking | Samuel Todd Maclin* | |
| Head, Strategy and Business Development | Jay Mandelbaum* | |
| Chief Executive Officer, Treasury & Securities Services | Heidi Miller* | |
| Head, Retail Financial Services | Charles W. Scharf* | |
| Chief Executive Officer, Card Services | Gordon A. Smith* | |
| Global Head, Asset & Wealth Management | James E. Staley* | |
| Co- Chief Executive Officer, Investment Bank | William T. Winters* | |
| General Counsel | Stephen M. Cutler* | |
| Chief Risk Officer | Barry L. Zubrow* |
|
|
| 1 | Each of whom is a United States citizen. |
| * | Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan |
| Chase & Co., 270 Park Avenue, New York, New York 10017. | |
Page 8 of 10 pages
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
Directors1
| Name | Principal Occupation or Employment; |
| Business or Residence Address | |
| Crandall C. Bowles | Chairman and Chief Executive Officer |
| Spring Global US, Inc. | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 | |
| Stephen B. Burke | President |
| Comcast Cable Communications, Inc. | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 | |
| James S. Crown | President |
| Henry Crown and Company | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 | |
| David M. Cote | Chairman and Chief Executive Officer |
| Honeywell International Inc. | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York, 10017 | |
| James Dimon | Chief Executive Officer |
| JPMorgan Chase & Co. | |
| 270 Park Avenue, 8th Floor | |
| New York, New York 10017-2070 | |
| Ellen V. Futter | President and Trustee |
| American Museum of Natural History | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 | |
| William H. Gray, III | Retired President and Chief Executive Officer |
| The College Fund/UNCF | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 |
|
|
| 1 | Each of whom is a United States citizen. |
| * | Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 |
| Park Avenue, New York, New York 10017. | |
Page 9 of 10 pages
SCHEDULE 13G
| Issuer: Crown Media Holdings |
CUSIP No.: 228411104 |
| Name | Principal Occupation or Employment; |
| Business or Residence Address | |
| Laban P. Jackson, Jr. | Chairman and Chief Executive Officer |
| Clear Creek Properties, Inc. | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 | |
| Lee R. Raymond | Chairman of the Board and Chief Executive Officer |
| Exxon Mobil Corporation | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 | |
| Robert I. Lipp | Chairman |
| The St. Paul Travelers Companies, Inc. | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 | |
| David C. Novak | Chairman and Chief Executive Officer |
| Yum! Brands, Inc. | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 | |
| William C. Weldon | Chairman and Chief Executive Officer |
| Johnson & Johnson | |
| c/o JPMorgan Chase & Co. | |
| 270 Park Avenue | |
| New York, New York 10017 |
Page 10 of 10 pages