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)) |
CROWN MEDIA HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
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: |
[ ] 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.
For Immediate Release
CROWN MEDIA RECONVENES STOCKHOLDER VOTE Greenwood Village, Colorado — July 2, 2001— Crown Media Holdings, Inc. (Nasdaq:
CRWN) announced today that it plans to reconvene its annual meeting on July 17,
2001 to allow shareholders to vote on the proposed purchase of approximately 700
film titles and related property and rights from Hallmark Entertainment
Distribution, LLC. The Company intends to close the films transaction
immediately after the reconvened annual meeting, or as soon thereafter as
practical.
The original vote, scheduled for June 7, 2001 was postponed in order to allow
Crown Media the opportunity to inform its shareholders of a shareholder lawsuit
commenced on June 6, 2001 regarding the transaction. Since that time, the
parties have agreed in principle to settle the lawsuit. The proposed settlement,
entered into by Crown Media Holdings, Inc., Hallmark Cards, Incorporated and
other defendants, provides that the purchase price for the films and related
assets will be reduced by 425,000 shares of Crown Media Holdings Class A common
stock. The proposed settlement is subject to a number of requirements, including
entering into a definitive settlement stipulation, certification of a class
consisting of all owners of Crown Media common stock (excluding the defendants),
and final court approval of the settlement. While it will likely take a number
of months to obtain final court approval of the settlement, the proposed
settlement specifically permits the films transaction to be completed in the
interim. A supplement to the proxy statement concerning the films transaction
and the settlement was mailed to stockholders today.
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.
Forward-looking Statements
Statements contained in this press release may contain forward-looking
statements as contemplated by the 1995 Private Securities Litigation Reform Act
that are based on management’s current expectations, estimates and projections.
Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“estimates,” variations of such words and similar expressions are intended to
identify such forward-looking statements. Forward-looking statements are subject
to risks and uncertainties, which could cause actual results to differ
materially from those projected or implied in the forward-looking statements.
Such risks and uncertainties include: competition for distribution of channels,
viewers, advertisers, and the acquisition of programming; fluctuations in the
availability of programming; fluctuations in demand for the programming Crown
Media airs on its channels; and other risks detailed in the
Company’s filings with the Securities and Exchange Commission, including the
Risk Factors stated in the Company’s 10-K Report for the year ended December 31,
2000 and 10-Q Report for the quarter ended March 31, 2001. Crown Media Holdings
is not undertaking any obligation to release publicly any updates to any
forward-looking statements to reflect events or circumstances after the date of
this release or to reflect the occurrence of unanticipated events.
# # #
For additional information at Crown Media, please contact:
1)
Amount Previously Paid:
2)
Form, Schedule or Registration No.:
3)
Filing Party:
4)
Date Filed:
ON ACQUISITION OF FILMS
Investor Relations: |
Media: |
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| Mary Ellen Adipietro Lippert/Heilshorn & Associates 212-838-3777 mary@lhai.com |
Elissa Grabowski Lippert/Heilshorn Associates 212-838-3777 elissa@lhai.com |
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Les Eisner The Lippin Group 323-965-1990 leisner@lippingroup.com |