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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
CROWN MEDIA HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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FOR IMMEDIATE RELEASE
CROWN MEDIA POSTPONES STOCKHOLDER VOTE
ON ACQUISITION OF FILMS
GREENWOOD VILLAGE, CO. - JUNE 8, 2001 - Crown Media Holdings, Inc. (Nasdaq:
CRWN) announced today that it has received a complaint filed by a person
claiming to be a stockholder regarding Crown Media Holdings' proposed purchase
of approximately 700 film titles and related property and rights from Hallmark
Entertainment Distribution, LLC. The complaint apparently was filed on June 6th
before the 2001 Annual Meeting of stockholders, which was held on June 7th. A
vote on the acquisition of the films has been postponed until later in June,
2001, so that stockholders may be informed of this development.
The complaint, purportedly filed as a class action on behalf of holders of the
Company's Class A common stock, was brought against Crown Media Holdings, its
directors, Hallmark Cards, Inc., Hallmark Entertainment Distribution, LLC and
Hallmark Entertainment, Inc. for damages, rescission or other relief. The
complaint alleges that the proposed acquisition of the films is the product of
an unfair process designed to advantage Hallmark Cards, Inc. as the controlling
stockholder, that the price being paid to Hallmark Cards is not entirely fair
and that the proxy statement failed to make certain disclosures.
The transaction was approved by an independent committee of Crown Media
Holdings' Board of Directors consisting of directors independent of Hallmark
Entertainment. The independent committee believes that the films transaction is
fair to and in the best interests of Crown Media Holdings and its stockholders,
other than Hallmark Entertainment and its affiliates. Salomon Smith Barney Inc.
acted as the financial advisor to the special committee and delivered its
opinion to the effect that, as of the date of its opinion, the consideration to
be paid by Crown Media Holdings is fair, from a financial point of view, to the
Company. The independent committee believes that the films transaction is
important to the Company for a number of reasons, including increasing the scale
and diversification of Crown Media Holdings, reducing the time needed to reach
its goal of a breakeven point in its EBITDA, and facilitating the Company's
ability to execute both equity and debt offerings in the future.
ABOUT CROWN MEDIA HOLDINGS, INC.
Crown Media Holdings, Inc. owns and operates pay television channels dedicated
to high quality, broad appeal, entertainment programming. The company currently
operates and distributes two cable channels: the Odyssey Network, scheduled to
become the Hallmark Channel on August 6 in the United States, and the Hallmark
Channel in more than 100 international markets. The combined channels have
nearly 68 million subscribers worldwide. Significant investors in Crown Media
Holdings include Hallmark Entertainment, Inc., a subsidiary of Hallmark Cards,
Inc., Liberty Media Corp., EM.TV & Merchandising AG (parent company of The Jim
Henson Company), the National Interfaith Cable Coalition and J. P. Morgan
Partners (BHCA), L. P.
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FOR ADDITIONAL INFORMATION AT CROWN MEDIA, PLEASE CONTACT:
INVESTOR RELATIONS: MEDIA:
Mary Ellen Adipietro Don Ciaramella
Lippert/Heilshorn & Associates The Lippin Group
212-838-3777 212-986-2354
mary@lhai.com don@lippingroup.com
Elissa Grabowski
Lippert/Heilshorn Associates
212-838-377 7189
elissa@lhai.com