SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
(Amendment No. 1)
Crown Media Holdings, Inc.
Class A common stock, par value $0.01 per share
228411 10 4
Judith C. Whittaker, Esq.
Executive Vice President and General Counsel
Hallmark Cards, Incorporated
Department 339
2501 McGee
Kansas City, Missouri 64108
(816) 274-5583
July 27, 2001
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ].
1 of 16
SCHEDULE 13D
CUSIP No. 228411 10 4 |
Page 2 of 14 Pages |
|
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||||||
Hallmark Cards, Incorporated | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) |
[ ] [ ] |
|||||||
3 | SEC USE ONLY | [ ] | ||||||||
4 | SOURCE OF FUNDS | |||||||||
WC, OO | ||||||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||
Missouri | ||||||||||
7 | SOLE VOTING POWER | |||||||||
NUMBER OF | 75,000 Shares of Class A common stock | |||||||||
SHARES | 8 | SHARED VOTING POWER | ||||||||
BENEFICIALLY | 36,486,543 Shares of Class A common stock(1) | |||||||||
OWNED BY | 9 | SOLE DISPOSITIVE POWER | ||||||||
EACH | 75,000 Shares of Class A common stock | |||||||||
REPORTING | 10 | SHARED DISPOSITIVE POWER | ||||||||
PERSON WITH | 36,486,543 Shares of Class A common stock(1) | |||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||
36,561,543 Shares of Class A common stock(1) | ||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* | |||||||||
55.8%(2) | ||||||||||
14 | TYPE OF REPORTING PERSON | |||||||||
CO |
(1) Includes 30,670,422 shares of Class B common stock, par value $0.01 per share, of Crown Media Holdings, Inc., which are convertible at the option of the holder into an equivalent number of shares of Class A common stock.
(2) Assuming conversion of the shares of Class B common stock included in the response to Item 11.
2 of 16
CUSIP No. 228411 10 4 |
Page 3 of 14 Pages |
|
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||||||
Hallmark Entertainment, Inc. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) |
[ ] [ ] |
|||||||
3 | SEC USE ONLY | [ ] | ||||||||
4 | SOURCE OF FUNDS | |||||||||
OO | ||||||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||
Delaware | ||||||||||
7 | SOLE VOTING POWER | |||||||||
NUMBER OF | -0- | |||||||||
SHARES | 8 | SHARED VOTING POWER | ||||||||
BENEFICIALLY | Shares of Class A common stock(1) | |||||||||
OWNED BY | 9 | SOLE DISPOSITIVE POWER | ||||||||
EACH | -0- | |||||||||
REPORTING | 10 | SHARED DISPOSITIVE POWER | ||||||||
PERSON WITH | 36,486,543 Shares of Class A common stock(1) | |||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||
36,486,543 Shares of Class A common stock(1) | ||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* | |||||||||
55.7%(2) | ||||||||||
14 | TYPE OF REPORTING PERSON | |||||||||
CO |
(1) Includes 30,670,422 shares of Class B common stock, par value $0.01 per share, of Crown Media Holdings, Inc., which are convertible at the option of the holder into an equivalent number of shares of Class A common stock.
(2) Assuming conversion of the shares of Class B common stock included in the response to Item 11.
3 of 16
This Schedule 13D/A Amendment No. 1 hereby amends and restates in its entirety the Schedule 13D, filed jointly by Hallmark Cards, Incorporated and Hallmark Entertainment, Inc. with respect to the securities of Crown Media Holdings, Inc.
ITEM 1. Security and Issuer.
This Statement on Schedule 13D/A (this Schedule 13D/A) relates to shares of Class A common stock, par value $0.01 per share (the Class A Common Stock), of Crown Media Holdings, Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 6430 S. Fiddlers Green Circle, Suite 500, Greenwood Village, Colorado 80111.
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Schedule 13D/A also relates to the shares of Class A Common Stock issuable upon conversion of shares of the Class B common stock, par value $0.01 per share (Class B Common Stock, and collectively with the Class A Common Stock, the Common Stock) of the Issuer. Holders of Class A Common Stock are entitled to one vote for each share held, and holders of Class B Common Stock are entitled to ten votes for each share held, on all matters presented to stockholders.
ITEM 2. Identity and Background.
(a) (c) and (f): This Schedule 13D/A is being filed by Hallmark Cards, Incorporated (Hallmark Cards), a Missouri Corporation, and Hallmark Entertainment, Inc. (Hallmark Entertainment), a Delaware corporation and wholly owned subsidiary of Hallmark Cards, (together, the Reporting Persons). Hallmark Cards has its principal executive office at 2501 McGee, Kansas City, Missouri 64108. Hallmark Cards principal business is the manufacturing of greeting cards. Hallmark Entertainment has its principal executive office at 1325 Avenue of the Americas, 21st Floor, New York, New York 10019. Hallmark Entertainments principal business is the production of made-for-television movies, miniseries and series.
(d) and (e): The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons is set forth in Schedule I hereto and is incorporated herein by reference.
During the last five years, neither of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto, (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
Acquisition from Henson. On July 27, 2001, Hallmark Entertainment
purchased 5,377,721 shares of the outstanding Class A Common Stock of the
Issuer from the Jim Henson Company (Henson), a subsidiary of German media
company, EM.TV & Merchandising AG (EM.TV) for $90 million in cash. The
shares were originally issued to Henson in March 2001
4 of 16
in exchange for Hensons 22.5% interest in Odyssey Holdings, L.L.C. (now
known as Crown Media United States, LLC) (referred to hereinafter as CMUS or
Odyssey) and Hensons 50% interest in H&H Programming-Asia, LLC. The source
of funds used by Hallmark Entertainment to acquire the 5,377,721 shares of
Class A Common Stock from Henson was working capital.
Acquisition from Kirsch. On November 14, 2000, Hallmark Cards purchased
360,000 shares of the outstanding Class A Common Stock of the Issuer from
Kirsch Media Group for $5,850,000 cash. The source of funds used by Hallmark
Cards to acquire the 360,000 shares of Class A Common Stock from Kirsch Media
Group was working capital. On December 26, 2000, Hallmark Cards transferred
these 360,000 shares together with an additional 78,400 shares of Class A
Common Stock of the Issuer held by it to Hallmark Entertainment as a
contribution of capital, valued at $14 per share. On the same date Hallmark
Cards also transferred 7,000 shares of Class A Common Stock of the Issuer held
by it to certain of its executive officers.
Contribution Agreement. Hallmark Entertainment acquired 30,670,422 shares
of Class B Common Stock on May 9, 2000 (the IPO Date) from the Issuer in
exchange for its interest in Crown Media International, Inc. (formerly Crown
Media, Inc.) pursuant to a Contribution Agreement dated as of January 27, 2000
(the Contribution Agreement) by and among the Issuer, Hallmark Entertainment,
Crown Media International, Inc., Liberty Media Corporation, Vision Group
Incorporated, VISN Management Corp., National Interfaith Cable Coalition, Inc.
and Chase Equity Associates, L.P. (now known as J.P. Morgan Partners (BHCA),
L.P.) A copy of the Contribution Agreement is incorporated by reference as an
Exhibit hereto.
ITEM 4. Purpose of Transaction.
Acquisition from Henson. On July 27, 2001, Hallmark Entertainment
purchased 5,377,721 shares of the outstanding Class A Common Stock of the
Issuer from Henson for $90 million in cash. The shares were originally issued
to Henson in March 2001 in exchange for Hensons 22.5% interest in Odyssey and
Hensons 50% interest in H&H Programming Asia, LLC. The purpose of Hallmark
Entertainments purchase from Henson was for investment purposes.
Films Transaction. Hallmark Entertainment Distribution LLC, a Delaware
limited liability company and wholly owned subsidiary of Hallmark Entertainment
(Hallmark Entertainment Distribution) has entered into a Purchase and Sale
Agreement, dated as of April 10, 2001, with the Issuer (the Purchase and Sale
Agreement). Pursuant to the Purchase and Sale Agreement, Hallmark
Entertainment Distribution will receive consideration, including a number of
shares of Class A Common Stock of the Issuer, in exchange for the transfer by
Hallmark Entertainment Distribution to the Issuer of made-for-television
movies, specials, theatrical films, mini-series, series and made-for-video
product consisting of 702 titles, along with related film properties and rights
(the film assets). The number of shares of Class A Common Stock included in
the purchase price for the film assets is calculated as follows with the
average stock price meaning the average of the closing price per share of the
Class A Common Stock as reported on the Nasdaq National Market System on each
trading day during the period beginning on November 6, 2000 (the date on which
the Issuer publicly announced that it was investigating the possibility of a
transaction) and ending on the trading date immediately prior to the closing date for the films transaction:
5 of 16
Based on an average stock price of $18.09 from November 6, 2000, to April
10, 2001, when the Purchase and Sale Agreement was signed, the Issuer would
issue 33,169,794 shares. Of the shares issued in the transaction, 425,000
shares will be issued in escrow and will be returned to the Issuer if a
proposed settlement of a lawsuit related to the films transaction becomes
final.
Acquisition from Kirsch. On November 14, 2000, Hallmark Cards purchased
360,000 shares of the outstanding Class A Common Stock of the Issuer from
Kirsch Media Group for $5,850,000 cash. The source of funds used by Hallmark
Cards to acquire the 360,000 shares of Class A Common Stock from Kirsch Media
Group was working capital. On December 26, 2000, Hallmark Cards transferred
these 360,000 shares together with an additional 78,400 shares of Class A
Common Stock of the Issuer held by it to Hallmark Entertainment as a
contribution of capital, valued at $14 per share. On the same date Hallmark
Cards also transferred 7,000 shares of Class A Common Stock of the Issuer held
by it to certain of its executive officers. The purpose of Hallmark
Entertainments purchase from Hallmark Cards was investment purposes.
Contribution Agreement. Prior to the consummation of the transactions
contemplated by the Contribution Agreement, (i) Hallmark Entertainment owned
88.9% of the equity interest in Crown Media International, Inc. (CMI), which
owned a 22.5% common equity interest in CMUS, (ii) J.P. Morgan Partners (BHCA),
L.P. owned the remaining 11.1% equity interest in CMI, (iii) National
Interfaith Cable Coalition, Inc. owned a 22.5% common equity interest in CMUS,
and (iv) Liberty Media Corporation indirectly owned a 32.5% common equity
interest in CMUS. The purpose of the transactions contemplated by the
Contribution Agreement, which occurred simultaneously with the closing of the
IPO, was to reorganize the foregoing interests in CMI and CMUS under the Issuer
in exchange for shares of Common Stock and to facilitate the IPO. As a result
of the reorganization, Hallmark Entertainment owns all of the outstanding
shares of Class B Common Stock, which represent approximately 89.9% of the
voting power of the outstanding shares of Common Stock. Accordingly, Hallmark
Entertainment controls the Issuer, subject to the terms of the Stockholders
Agreement described in Item 6 below.
Hallmark Cards acquired the shares of Class A Common Stock in the IPO for
investment purposes. Hallmark Entertainment acquired the shares of Class A
Common Stock subsequent to the IPO for investment purposes.
Except as set forth herein, neither of the Reporting Persons have any
plans or proposals which relate to or would result in:
6 of 16
(a) the acquisition of any additional securities of the Issuer, or the
disposition of any securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any material change in the Issuers business or corporate structure;
(g) any change in the Issuers charter or by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of equity securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming ineligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or
(j) any action similar to the foregoing.
Notwithstanding the foregoing, either of the Reporting Persons may
determine to change their plans or proposals with respect to the Issuer at any
time in the future. In reaching any conclusion as to their future course of
action, the Reporting Persons will take into consideration various factors,
such as the Issuers business and prospects, other developments concerning the
Issuer, other business opportunities available to the Reporting Persons,
developments with respect to the business of the Reporting Persons, and general
economic and stock market conditions, including, but not limited to, the market
price of the Common Stock of the Issuer. The Reporting Persons reserve the
right, based on all relevant factors, to acquire additional shares of the
Common Stock or, subject to the terms of the Stockholders Agreement and
restrictions under applicable securities laws, dispose of shares of Common
Stock.
ITEM 5. Interests in Securities of the Issuer.
(a)-(b): Hallmark Entertainment owns 36,486,543 shares of Common Stock,
representing a beneficial ownership of 55.7% of the shares of Class A Common
Stock that would be outstanding upon the conversion of the 30,670,422 shares of
Class B Common Stock held by Hallmark Entertainment. Hallmark Entertainment
shares voting and dispositive power over such shares with Hallmark Cards.
7 of 16
Hallmark Cards owns 75,000 shares of Class A Common Stock as to which
Hallmark Cards has sole voting and dispositive power. Hallmark Cards shares
voting and dispositive power over the 36,486,543 shares of Common Stock held by
Hallmark Entertainment.
The information requested by (a)-(b) of this Item 5 for each director and
executive officer of Hallmark Cards and Hallmark Entertainment is set forth in
Schedule II hereto and is incorporated herein by reference.
(c): Hallmark Entertainment acquired 5,377,721 shares of Class A Common
Stock within the past 60 days. Except as described in this Item 5(c), neither
of the Reporting Persons, nor, to the best knowledge of the Reporting Persons,
any of their directors or executive officers, has effected any transactions in
shares of Common Stock during the past 60 days.
(d): None
(e): Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Henson Acquisition. On July 27, 2001, Hallmark Entertainment acquired
5,377,721 shares of outstanding Class A Common Stock from Henson for an
aggregate purchase price of $90 million in cash. This purchase was made
pursuant to a Stock Purchase Agreement, dated as of July 24, 2001, by and
between Henson and Hallmark Entertainment.
Films Transaction. Hallmark Entertainment Distribution has entered into a
Purchase and Sale Agreement, dated as of April 10, 2001, with the Issuer (the
Purchase and Sale Agreement). Pursuant to the Purchase and Sale Agreement,
Hallmark Entertainment Distribution will receive consideration, including a
number of shares of Class A Common Stock of the Issuer, in exchange for the
transfer by Hallmark Entertainment Distribution to the Issuer of
made-for-television movies, specials, theatrical films, mini-series, series and
made-for-video product consisting of 702 titles, along with related film
properties and rights (the film assets). The number of shares of Class A
Common Stock included in the purchase price for the film assets is calculated
as follows with the average stock price meaning the average of the closing
price per share of the Class A Common Stock as reported on the Nasdaq National
Market System on each trading day during the period beginning on November 6,
2000 (the date on which the Issuer publicly announced that it was investigating
the possibility of a transaction) and ending on the trading date immediately
prior to the closing date for the films transaction:
1. if the average stock price is less than $17.00, then 35,294,118 shares;
2. if the average stock price is greater than $18.70, then 32,085,562
shares; or
3. if the average stock price is at least $17.00, but not greater than
$18.70, then the number of shares shall equal $600,000,000 divided by the
average stock price.
Based on an average stock price of $18.09 from November 6, 2000, to April
10, 2001, when the Purchase and Sale Agreement was signed, the Issuer would
issue 33,169,794 shares.
8 of 16
Of the shares issued in the transaction, 425,000 shares will be issued in
escrow and will be returned to the Issuer if a proposed settlement of a lawsuit
related to the films transaction becomes final.
Amended and Restated Stockholders Agreement. Hallmark Entertainment is a
party to an Amended and Restated Stockholders Agreement, dated as of March 14,
2001, (the Stockholders Agreement) by and among Hallmark Entertainment,
Liberty Media Corporation, Liberty Crown, Inc. VISN Management Corp., J.P.
Morgan Partners (BHCA), L.P., [The Jim Henson Company, Inc.] and the Issuer.
The Stockholders Agreement provides that the Issuers Board of Directors will
consist of not less than 11 directors, with six nominated by Hallmark
Entertainment, one nominated by each of Liberty Media Corporation, VISN
Management Corp. and J.P. Morgan Partners (BHCA), L.P. and two independent
directors who will not be officers or employees of any of the parties or their
affiliates nominated by the Board of Directors. The rights of the parties to
nominate a director will terminate on the later of (1) such party owning less
than 5% of the Common Stock then outstanding or (2) such party ceasing to own
at least 75% of the Common Stock such party owned immediately following the
completion of the Issuers IPO.
The parties to the Stockholders Agreement agree not to transfer more than
25% of the Common Stock owned by them immediately following the IPO until after
the second anniversary of the Stockholders Agreement, except to their
affiliates, another party to the Stockholder Agreement or their affiliates, to
their executives under a stock-based compensation package, or in a transaction
involving a merger, consolidation or business combination with, or sale of all
of our common stock to, a third party that is not affiliated with the Issuer.
In addition, the Stockholders Agreement provides that, in the event
Hallmark Entertainment proposes to transfer 20% or more of the outstanding
Common Stock to an unaffiliated third party, each other party to the
Stockholders Agreement will have the right to participate on the same terms in
that transaction with respect to the proportionate number of such other partys
shares. The Stockholders Agreement also provides that if the Issuer issues for
cash an amount of the Common Stock, in either a public offering or private
transaction, that causes Liberty Media Corporation and its affiliates to own,
in the aggregate, less than 10% of the outstanding Common Stock, Liberty Media
Corporation will have the right to purchase, at such public offering price or
the average closing price of the Class A Common Stock over a five-day period
prior to the closing of such private transaction, as applicable, an amount of
the Class A Common Stock so as to restore its 10% ownership interest. Liberty
Media Corporation must exercise such right not less than seven days prior to
the closing of such issuance.
Under the Stockholders Agreement, Hallmark Entertainment has the right to
require the Issuer on four occasions, and the other parties, as a group, have
the right to require the Issuer on two occasions, to register for sale the
shares of the Common Stock they hold, so long as the number of shares they
require the Issuer to register in each case is at least 7% of the Common Stock
then outstanding. Hallmark Entertainment and the other parties also have an
unlimited number of piggy back registration rights.
The Stockholders Agreement also provides that the Issuer will be obligated
to pay all expenses that result from the registration of Hallmark
Entertainments and the other parties
9 of 16
Common Stock under the Stockholders Agreement, other than registration and
filing fees, attorneys fees, underwriter fees or expenses and underwriting
discounts and commissions. The Issuer also agreed to indemnify such parties
against any liabilities that may result from their sale of Common Stock,
including Securities Act liabilities.
Under the Stockholders Agreement, the Issuer also agreed that, for so long
as the Issuer or any of its affiliates are entitled to have a representative on
the Odyssey governance committee, and VISN Management Corp. and its affiliates
either (a) are entitled to nominate to, or designate a member of, our Board of
Directors or (b) beneficially own any preferred interests in Odyssey, then
neither the Issuer nor any of its affiliates will, without the consent of the
member of the Issuers Board of Directors nominated by VISN Management Corp. or
a representative of the National Interfaith Cable Coalition, Inc., vote in
favor of:
The Issuer also agreed under the Stockholders Agreement not to transfer
any of its interest in Odyssey prior to the second anniversary of the IPO
without the consent of the VISN Management Corp. or the National Interfaith
Cable Coalition, Inc. In addition, the Issuer agreed not to transfer any of
its interests in Odyssey after the second anniversary of the IPO unless the
10 of 16
transfer is conditioned on the requirement that the transferee assume the
Issuers obligations described above. Under the terms of the Stockholders
Agreement, the transferees obligations will generally expire on the later of
(1) the fifth anniversary of the IPO, (2) the second anniversary of the
transfer or (3) the repayment of VISN Management Corp.s preferred interest in
Odyssey, except that the obligations of the transferee will expire upon
dissolution of Odyssey.
The foregoing summary is qualified in its entirety by reference to the
text of the Stockholders Agreement which is filed as an Exhibit hereto and
hereby incorporated by reference.
ITEM 7. Material to be Filed as Exhibits.
11 of 16
SIGNATURES
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.
12 of 16
SCHEDULE I
The name and present principal occupation of each director and executive
officer of Hallmark Cards, Incorporated and Hallmark Entertainment, Inc. are
set forth below. The business address for the directors and executive officers
of Hallmark Cards, Incorporated is c/o Hallmark Cards, Incorporated, 2501
McGee, Kansas City, Missouri 64108. The business address for the directors and
executive officers of Hallmark Entertainment, Inc. is c/o Hallmark
Entertainment, 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
Table of Contents
Table of Contents
if the average stock price is less than $17.00, then 35,294,118 shares;
if the average stock price is greater than $18.70, then 32,085,562 shares; or
if the average stock price is at least $17.00, but not greater than
$18.70, then the number of shares shall equal $600,000,000 divided by
the average stock price.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
any specified change in, or action described in, the Odyssey
amended and restated company agreement that relates to VISN
Management Corp.s preferred interest in Odyssey or that relates to
VISN Management Corp.s rights to programming on the Odyssey Network
or its programming budget;
any repayment or redemption of specified equity interests in
Odyssey;
any transfer of all of Odysseys assets or any business
combination involving Odyssey where Odyssey is not the surviving
entity, unless the transferee assumes specified obligations under
the Odyssey amended and restated company agreement until the later
of the fifth anniversary of this offering or the second anniversary
of the transfer or business combination;
the dissolution of Odyssey, except in connection with a
complete liquidation;
any transfer of all of Odysseys assets to, or any business
combination involving Odyssey with, the Issuer or any of its
affiliates, or any other material transaction with the Issuer or any
of its affiliates, unless the Issuer comply with specified
restrictions relating to any financial benefit the Issuer receives
from the transaction that is more than what the Issuer would have
received had the transaction been on an arms-length basis or on
commercially reasonable terms;
any transfer of all of Odysseys assets or any business
combination involving Odyssey where Odyssey is not the surviving
entity, prior to the second anniversary of the Issuers IPO; or
any amendment to Odysseys amended and restated company
agreement that would result in none of the Issuer or its affiliates
having the right to consent to take any of the actions listed in the
above bullet points.
Table of Contents
(1)
Contribution Agreement, dated as of January 27, 2000, by and
among Hallmark Entertainment, Inc., Crown Media, Inc., Liberty Media
Corporation, Vision Group Incorporated, VISN Management Corp.,
National Interfaith Cable Coalition, Inc., Chase Equity Associates,
L.P. and Crown Media Holdings, Inc. (previously filed as Exhibit 2.1
to the Registration Statement on Form S-1/A (Amendment No. 1) of
Crown Media Holdings, Inc., Commission File No. 333-95573, filed on
March 10, 2000, and incorporated herein by reference).
(2)
Amended and Restated Stockholders Agreement, dated as of
March 14, 2001, by and among Hallmark Entertainment, Inc., Liberty
Media Corporation, Liberty Crown, Inc., VISN Management Corp., J.P.
Morgan Partners (BHCA), L.P., The Jim Henson Company and Crown Media
Holdings, Inc. (previously filed as Exhibit 10.1 to the Annual
Report on Form 10-K of Crown Media Holdings, Inc, Commission File
No.000-30700, filed on March 27, 2001 and incorporated herein by
reference).
(3)
Joint Filing Agreement, dated as of May 19, 2000, by and
between Hallmark Cards, Incorporated and Hallmark Entertainment,
Inc. (previously filed as Exhibit 3 to the Schedule 13D of the
Reporting Persons, Commission File No. 005-59037, filed on May 19,
2000 and incorporated herein by reference).
(4)
Purchase and Sale Agreement, dated as of April 10, 2001, by
and between Hallmark Entertainment Distribution LLC and Crown Media
Holdings, Inc. (previously filed as Appendix A to the definitive
proxy materials of Crown Media Holdings, Inc. filed on May 7, 2001
and incorporated herein by reference).
(5)
Stock Purchase Agreement, dated as of July 24, 2001, by and between
The Jim Henson Company, Inc. and Hallmark Entertainment.
Table of Contents
Dated: August 7, 2001
HALLMARK CARDS, INCORPORATED
By:
/s/ Judith C. Whittaker
Name:
Judith C. Whittaker
Title:
Executive Vice President and General
Counsel
HALLMARK ENTERTAINMENT, INC.
By:
/s/ Judith C. Whittaker
Name:
Judith C. Whittaker
Title:
Table of Contents
Name | Title | |||||
Donald J. Hall | Director; Chairman of the Board | |||||
Irvine O. Hockaday, Jr. | Director; President and Chief Executive Officer | |||||
Donald J. Hall, Jr. | Director; Vice-Chairman/Executive Vice President-Strategy and Development | |||||
John F. Akers | Director, Retired | |||||
Timm F. Crull | Director, Retired | |||||
Nancye L. Green | Director; President, Donovan & Green | |||||
David E. Hall | Director; Vice President, Binney & Smith, Inc. | |||||
John P. Mascotte | Director, Retired | |||||
William D. Perez | Director; President and CEO of S.C. Johnson & Son, Inc. | |||||
Herman Cain | Director; Chairman of the Board, Godfathers Pizza, Inc. | |||||
Donald H. Fletcher | President Hallmark North America | |||||
Robert J. Druten | Executive Vice President Chief Financial Officer | |||||
Judith C. Whittaker | Executive Vice President General Counsel & Secretary | |||||
Paul Barker | Senior Vice President Creative | |||||
Steve Doyal | Senior Vice President Public Affairs and Communications | |||||
Steve Hawn | Senior Vice President Information Technology | |||||
Steve Paoletti | Senior Vice President Sales |
13 of 16
Name | Title | |||||
John Sullivan | Senior Vice President Internet Commerce | |||||
Rod Sturgeon | Senior Vice President Finance | |||||
Ralph Christensen | Senior Vice President Human Resources | |||||
Anil Jagtiani | Senior Vice President Corporate Strategy | |||||
Jan Murley | Group Vice President Marketing | |||||
Wayne Herran | Group Vice President Operations | |||||
John Beeder | Marketing Vice President Greeting Cards | |||||
Lisa MacPherson | Marketing Vice President Gifts and Celebrations | |||||
J.D. Goodwin | Operations Vice President Manufacturing | |||||
Dennis Hobbs | Operations Vice President Order Distribution | |||||
Robert A. Kipp | Corporate Vice President Corporate & Communications Services | |||||
Margaret Keating | Operations Vice President North American Production | |||||
Ray Powers | Operations Vice President Graphic Arts/Director of Product Quality Execution | |||||
William P. Lucas | Executive Vice President Real Estate | |||||
Keith Alm | President, Hallmark International | |||||
E. Bruce McKinney | Treasurer |
Hallmark Entertainment, Inc.
Name | Title | |
Robert Halmi, Sr. |
Director; Chairman of the Board |
|
Robert A. Halmi, Jr. |
Director; President |
|
Donald J. Hall Jr. |
Director; Chairman of Hallmark Cards |
|
Irvine O. Hockaday, Jr. |
Director; President and CEO of Hallmark Cards |
14 of 16
Robert J. Druten |
Director; Vice President and CFO of Hallmark Cards |
|
Morton I. Sosland |
Director; Chairman, Sosland Publishing Company |
|
John P. Mascotte |
Director |
|
Peter von Gal |
Chief Operating Officer |
|
J. Daniel Martin |
Executive Vice President, Production |
|
David V. Picker |
President Worldwide Production |
|
Timothy Clyne |
Executive Vice President, Finance |
|
Anthony W. Guido |
Executive Vice President Legal and Business Affairs |
|
Joel Denton |
Executive Vice President Managing Director,
International Distribution |
|
Judith C. Whittaker |
Vice President and Secretary |
|
Deanne R. Stedem |
Vice President |
|
E. Bruce McKinney |
Treasurer |
15 of 16
SCHEDULE II
To the knowledge of the Reporting Persons, listed below are the names of their executive officers and directors who beneficially own Common Stock of the Issuer, 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, (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. Except as otherwise noted, each person acquired his/her shares of Class A Common Stock on May 9, 2000 at the time of the closing of the IPO at a price per share of $14.
Name | Number of Shares | ||
Donald J. Hall, Jr. |
2,500 | ||
Irvine O. Hockaday, Jr. |
20,000 | ||
Timm F. Crull |
20,000 | ||
Nancye L. Green |
10,000 | ||
David E. Hall |
2,500 | ||
John F. Akers |
5,000 | ||
William D. Perez |
24,300 (21,900 of which were acquired post-IPO) | ||
Donald H. Fletcher |
1,000 | ||
Robert J. Druten |
9,500 | ||
Keith Alm |
1,000 | ||
Morton I. Sosland |
7,000 (2,000 of which were acquired post- IPO) | ||
Peter von Gal |
1,500 | ||
David V. Picker |
200 | ||
Robert A. Halmi, Jr. |
175,000 | ||
John P. Mascotte |
17,800(1) | ||
Timothy Clyne |
13,000 | ||
Joel Denton |
1,000 | ||
Ralph Christensen |
1,500 | ||
Jan Murley |
1,500 |
(1) | Mr. Mascotte acquired 10,000 shares of Class A Common Stock on May 9, 2000 at the time of the closing of the IPO at a price per share of $14. On the same date, the Issuer granted a stock option for 7,800 shares of Class A Common Stock to Mr. Mascotte, who is a director of the Issuer, at an exercise price of $14 per share, all of which are currently fully vested. |
16 of 16
EXHIBIT INDEX
EXHIBIT | ||
NUMBER | DESCRIPTION | |
(1) | Contribution Agreement, dated as of January 27, 2000, by and among Hallmark Entertainment, Inc., Crown Media, Inc., Liberty Media Corporation, Vision Group Incorporated, VISN Management Corp., National Interfaith Cable Coalition, Inc., Chase Equity Associates, L.P. and Crown Media Holdings, Inc. (previously filed as Exhibit 2.1 to the Registration Statement on Form S-1/A (Amendment No. 1) of Crown Media Holdings, Inc., Commission File No. 333-95573, filed on March 10, 2000, and incorporated herein by reference). | |
(2) | Amended and Restated Stockholders Agreement, dated as of March 14, 2001, by and among Hallmark Entertainment, Inc., Liberty Media Corporation, Liberty Crown, Inc., VISN Management Corp., J.P. Morgan Partners (BHCA), L.P., The Jim Henson Company and Crown Media Holdings, Inc. (previously filed as Exhibit 10.1 to the Annual Report on Form 10-K of Crown Media Holdings, Inc, Commission File No.000-30700, filed on March 27, 2001 and incorporated herein by reference). | |
(3) | Joint Filing Agreement, dated as of May 19, 2000, by and between Hallmark Cards, Incorporated and Hallmark Entertainment, Inc. (previously filed as Exhibit 3 to the Schedule 13D of the Reporting Persons, Commission File No. 005-59037, filed on May 19, 2000 and incorporated herein by reference). | |
(4) | Purchase and Sale Agreement, dated as of April 10, 2001, by and between Hallmark Entertainment Distribution LLC and Crown Media Holdings, Inc. (previously filed as Appendix A to the definitive proxy materials of Crown Media Holdings, Inc. filed on May 7, 2001 and incorporated herein by reference). | |
(5) | Stock Purchase Agreement, dated as of July 24, 2001, by and between The Jim Henson Company, Inc. and Hallmark Entertainment. |