-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C/50JpfuqX5fKm05pPfJpcQRG+TIaBa+wxWrq6PxtXd17ShPk160OUgJnN9FqJUn Vf9e1W5PhznBsWBE6MlI0w== 0000899140-09-001304.txt : 20090717 0000899140-09-001304.hdr.sgml : 20090717 20090717171018 ACCESSION NUMBER: 0000899140-09-001304 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090717 DATE AS OF CHANGE: 20090717 GROUP MEMBERS: H C CROWN CORP. GROUP MEMBERS: H.A., INC. GROUP MEMBERS: HALLMARK ENTERTAINMENT HOLDINGS, INC. GROUP MEMBERS: HALLMARK ENTERTAINMENT INVESTMENTS CO. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALLMARK CARDS INC CENTRAL INDEX KEY: 0001114887 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2501 MCGEE STREET CITY: KANSAS CITY STATE: MO ZIP: 64108 MAIL ADDRESS: STREET 1: 2501 MCGEE STREET CITY: KASNAS CITY STATE: MO ZIP: 64108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROWN MEDIA HOLDINGS INC CENTRAL INDEX KEY: 0001103837 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841524410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59037 FILM NUMBER: 09951423 BUSINESS ADDRESS: STREET 1: 12700 VENTURA BOULEVARD CITY: STUDIO CITY STATE: CA ZIP: 91604 BUSINESS PHONE: 818 755-2400 MAIL ADDRESS: STREET 1: 12700 VENTURA BOULEVARD CITY: STUDIO CITY STATE: CA ZIP: 91604 SC 13D/A 1 c5024976.txt 10TH AMENDMENT 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. 10) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 228411 10 4 (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 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 2009 (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). 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Hallmark Cards, Incorporated -------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (1) ----------------------------------------------------------------- (b) [ ] ----------------------------------------------------------------- 3. SEC Use Only [ ] --------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO --------------------------------------------------------------------- 5. Check 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 -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) ---------------------------------------------------- 9. Sole Dispositive Power -0- ---------------------------------------------------- 10. Shared Dispositive Power 83,885,502 shares of Class A common stock (2) ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 88,256,758 shares of Class A common stock (2)(3) --------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 84.2% (3) --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO --------------------------------------------------------------------- -2- - --------------------------- (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. Includes 68,431 shares of Class A Common Stock owned by H C Crown Corp. (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 27, 2009. Includes 4,371,256 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 4,371,256 shares of Class A Common Stock is disclaimed. -3- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). H.A., Inc. -------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (1) ----------------------------------------------------------------- (b) [ ] ----------------------------------------------------------------- 3. SEC Use Only [ ] --------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO --------------------------------------------------------------------- 5. Check 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 -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) ---------------------------------------------------- 9. Sole Dispositive Power -0- ---------------------------------------------------- 10. Shared Dispositive Power 83,885,502 shares of Class A common stock (2) ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 88,256,758 shares of Class A common stock (2)(3) --------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 84.2% (3) --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO --------------------------------------------------------------------- -4- - --------------------------- (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. Includes 68,431 shares of Class A Common Stock owned by H C Crown Corp. (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 27, 2009. Includes 4,371,256 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 4,371,256 shares of Class A Common Stock is disclaimed. -5- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). H C Crown Corp. -------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (1) ----------------------------------------------------------------- (b) [ ] ----------------------------------------------------------------- 3. SEC Use Only [ ] --------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO --------------------------------------------------------------------- 5. Check 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 -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) ---------------------------------------------------- 9. Sole Dispositive Power -0- ---------------------------------------------------- 10. Shared Dispositive Power 83,885,502 shares of Class A common stock (2) ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 88,256,758 shares of Class A common stock (2)(3) --------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 84.2% (3) --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO --------------------------------------------------------------------- -6- - --------------------------- (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. Includes 68,431 shares of Class A Common Stock owned by H C Crown Corp. (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 27, 2009. Includes 4,371,256 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 4,371,256 shares of Class A Common Stock is disclaimed. -7- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Hallmark Entertainment Holdings, Inc. -------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (1) ----------------------------------------------------------------- (b) [ ] ----------------------------------------------------------------- 3. SEC Use Only [ ] --------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO --------------------------------------------------------------------- 5. Check 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 -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) ---------------------------------------------------- 9. Sole Dispositive Power -0- ---------------------------------------------------- 10. Shared Dispositive Power 83,885,502 shares of Class A common stock (2) ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 88,256,758 shares of Class A common stock (2)(3) --------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 84.2% (3) --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO --------------------------------------------------------------------- -8- - --------------------------- (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. Includes 68,431 shares of Class A Common Stock owned by H C Crown Corp. (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 27, 2009. Includes 4,371,256 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 4,371,256 shares of Class A Common Stock is disclaimed. -9- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Hallmark Entertainment Investments Co. -------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (1) ----------------------------------------------------------------- (b) [ ] ----------------------------------------------------------------- 3. SEC Use Only [ ] --------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO --------------------------------------------------------------------- 5. Check 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 -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) ---------------------------------------------------- 9. Sole Dispositive Power -0- ---------------------------------------------------- 10. Shared Dispositive Power 83,885,502 shares of Class A common stock (2) ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 88,256,758 shares of Class A common stock (2)(3) --------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 84.2% (3) --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO --------------------------------------------------------------------- -10- - --------------------------- (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. Includes 68,431 shares of Class A Common Stock owned by H C Crown Corp. (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 27, 2009. Includes 4,371,256 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 4,371,256 shares of Class A Common Stock is disclaimed. -11- This Schedule 13D/A Amendment No. 10 amends and supplements the Schedule 13D filed previously by Hallmark Cards, Incorporated, H.A., Inc., H C Crown Corp., 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: On May 28, 2009, H C Crown Corp. ("HCC") delivered to the Issuer a recapitalization proposal (the "Proposed Recapitalization") with respect to the Issuer's outstanding indebtedness and accounts payable (the "Hallmark Debt") to HCC. In response, the Issuer has formed a Special Committee to evaluate the Proposed Recapitalization. On July 16, 2009, counsel to HCC delivered a letter (the "July 16 Letter") to counsel to the Special Committee. In the July 16 Letter, counsel to HCC reiterated its understanding that the Special Committee needs time to determine an appropriate response to the Proposal Recapitalization. Although HCC had requested to receive a decision from the Issuer regarding the Proposed Recapitalization prior to the filing of the Issuer's second quarter form 10-Q, HCC's counsel confirmed in the July 16 Letter that the filing date was in no way intended as a deadline. In addition, counsel to HCC confirmed that notwithstanding HCC's understanding that the Issuer is unable to obtain refinancing of the debt owed to HCC, HCC assumes that the Special Committee will explore refinancing alternatives. A copy of the July 16 Letter has been filed as an exhibit to this Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (1) July 16 Letter from HCC to the board of directors of the Issuer, dated July 16, 2009. -12- 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. Dated: July 17, 2009 HALLMARK CARDS, INCORPORATED By: /s/ Timothy Griffith -------------------------------------- Name: Timothy Griffith Title: Executive Vice President- Chief Financial Officer Dated: July 17, 2009 H.A., INC. By: /s/ Dwight C. Arn -------------------------------------- Name: Dwight C. Arn Title: Vice President Dated: July 17, 2009 H C CROWN CORP. By: /s/ Dwight C. Arn -------------------------------------- Name: Dwight C. Arn Title: Vice President Dated: July 17, 2009 HALLMARK ENTERTAINMENT HOLDINGS, INC. By: /s/ Timothy Griffith -------------------------------------- Name: Timothy Griffith Title: President Dated: July 17, 2009 HALLMARK ENTERTAINMENT INVESTMENTS CO. By: /s/ Brian E. Gardner -------------------------------------- Name: Brian E. Gardner Title: President -13- SCHEDULE I ---------- The name and present principal occupation of each of the directors and executive officers of Hallmark Cards, Incorporated, H.A., Inc., H C Crown Corp., Hallmark Entertainment Holdings, Inc., and Hallmark Entertainment Investments Co. are set forth below. The business address for each of the directors and executive officers of Hallmark Cards, Incorporated, Hallmark Entertainment Holdings, Inc. and Hallmark Entertainment Investments Co. is c/o Hallmark Cards, Incorporated, 2501 McGee, Kansas City, Missouri 64108. The business address for each of the directors and executive officers of H C Crown Corp. is c/o H C Crown Corp., 103 Foulk Road, Suite 214, Wilmington, Delaware 19803. The business address for each of the directors and executive officers of H.A., Inc. is c/o H.A., Inc., 103 Foulk Road, Suite 214, Wilmington, Delaware 19803. All the directors and executive officers listed on this Schedule I are United States citizens.
HALLMARK CARDS, INCORPORATED NAME TITLE AND OCCUPATION - ---- -------------------- Herman Cain Director; President and Chief Executive Officer of T.H.E. New Voice, Inc. Nancye L. Green Director; Chief Executive Officer of Waterworks, Inc. Frederick B. Hegi, Jr. Director; Chairman of the Board of United Stationers, Inc. Timothy B. Smucker Director; Chairman and Co-Chief Executive Officer of The J.M. Smucker Company Donald J. Hall Chairman of the Board of Hallmark Cards, Incorporated Donald J. Hall, Jr. Director; Vice Chairman, President and Chief Executive Officer of Hallmark Cards, Incorporated James E. Boike President-Retail of Hallmark Cards, Incorporated David E. Hall Director; President-Personal Expression Group of Hallmark Cards, Incorporated Timothy Griffith Executive Vice President-Chief Financial Officer of Hallmark Cards, Incorporated Brian E. Gardner Executive Vice President-General Counsel of Hallmark Cards, Incorporated William P. Lucas Executive Vice President-Real Estate of Hallmark Cards, Incorporated Terri Ann Drake-Cox Senior Vice President-Creative Product Development of Hallmark Cards, Incorporated Steve Hawn Senior Vice President-General Manager-Greetings of Hallmark Cards, Incorporated Steve Doyal Senior Vice President-Public Affairs and Communications of Hallmark Cards, Incorporated Lisa Macpherson Senior Vice President-Chief Merchandising Officer of Hallmark Cards, Incorporated Steve Paoletti Senior Vice President-Customer Development of Hallmark Cards, Incorporated John Sullivan Senior Vice President-General Manager-Party/Giftwrap of Hallmark Cards, Incorporated Ellen Junger Senior Vice President-Marketing of Hallmark Cards, Incorporated Robert C. Bloss Senior Vice President-Human Resources of Hallmark Cards, Incorporated Michael W. Goodwin Senior Vice President-Information Technology of Hallmark Cards, Incorporated Margaret Keating Group Vice President-Operations of Hallmark Cards, Incorporated Leroy Burney Vice President-Business Transformation of Hallmark Cards, Incorporated Daniel S. Krouse Operations Vice President-Logistics Solutions of Hallmark Cards, Incorporated H.A., INC. NAME TITLE AND OCCUPATION - ---- -------------------- Jared P. Gudehus Director and Vice President; Corporate Accounting and Reporting Director of Hallmark Cards, Incorporated Kari Johnson Director and Vice President, Controller Douglas K. Judd Director and President; Finance Manager III of Hallmark Cards, Incorporated Jody Parks Director and Vice President, Treasurer; Finance Manager I of Hallmark Cards, Incorporated Karen Severino Director and Vice President Dwight C. Arn Vice President, Assistant Secretary H C CROWN CORP. NAME TITLE AND OCCUPATION - ---- -------------------- Jared P. Gudehus Director and Vice President; Corporate Accounting and Reporting Director of Hallmark Cards, Incorporated Kari Johnson Director and Vice President, Controller Douglas K. Judd Director and President; Finance Manager III of Hallmark Cards, Incorporated Jody Parks Director and Vice President, Treasurer; Finance Manager I of Hallmark Cards, Incorporated Karen Severino Director and Vice President Dwight C. Arn Vice President, Assistant Secretary HALLMARK ENTERTAINMENT HOLDINGS, INC. NAME TITLE AND OCCUPATION - ---- -------------------- Donald J. Hall, Jr. Director; Vice Chairman, President and Chief Executive Officer of Hallmark Cards, Incorporated Timothy Griffith Director and President; Executive Vice President and Chief Financial Officer of Hallmark Cards, Incorporated Brian E. Gardner Director and Vice President, Secretary; Executive Vice President-General Counsel of Hallmark Cards, Incorporated HALLMARK ENTERTAINMENT INVESTMENTS CO. NAME TITLE AND OCCUPATION - ---- -------------------- Dwight C. Arn Director; Associate General Counsel of Hallmark Cards, Incorporated Glenn Curtis Director; Executive Vice President and Chief Financial Officer of Starz, LLC Brian E. Gardner Director and President, Secretary; Executive Vice President-General Counsel of Hallmark Cards, Incorporated Donald J. Hall, Jr. Director; Vice Chairman, President and Chief Executive Officer of Hallmark Cards, Incorporated David E. Hall Director; President-Personal Expression Group of Hallmark Cards, Incorporated Irvine O. Hockaday, Jr. Director; former President and Chief Executive Officer of Hallmark Cards, Incorporated Brad Moore Director; President-Hallmark Hall of Fame Productions, Inc. Deanne R. Stedem Director; Associate General Counsel of Hallmark Cards, Incorporated
SCHEDULE II To the knowledge of the Reporting Persons, listed below are the names of the 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. Class A Class B Name Common Stock Common Stock - ---- ------------ ------------ Steve Doyal 1,500 David E. Hall (1) 57,588,836 30,670,422 Donald J. Hall, Jr.(1) 57,588,836 30,670,422 Irvine O. Hockaday, Jr.(2) 40,795 Deanne R. Stedem 1,000 (1) Donald J. Hall, Jr. and David E. Hall each may be deemed to be a beneficial owner of the shares beneficially owned by Hallmark Entertainment Investments Co. because each is a co-trustee of a voting trust which controls all of the voting securities of Hallmark Cards, Incorporated and each is a director and an officer of Hallmark Cards, Incorporated. Each disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. (2) Includes 4,098 shares of underlying Class A Common Stock options that have vested. EX-1 2 c5024976a.txt LETTER EXHIBIT 1 MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 NORTH MARKET STREET P.O. BOX 1347 WILMINGTON, DELAWARE 19899-1347 302 658 9200 302 658 3989 FAX JOHN F. JOHNSON 302 351 9203 302 425 4678 FAX jjohnston@mnat.com July 16, 2009 Mark J. Gentile, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street P.O. Box 551 Wilmington, Delaware 19899 Dear Mark: As I told you some time ago, although H C Crown Corp had hoped to receive a response from Crown Media regarding HCC's Proposal Letter dated May 28, 2009 prior to Crown's filing of its second quarter 10Q Report, that filing date was in no way intended as any sort of deadline. HCC understood at the time it sent that letter, and continues to understand, that the Special Committee needs to take whatever amount of time it determines to be required to make what it and its advisors determine to be an appropriate response to our proposal. As you and I have also discussed, although it is our understanding that Crown is unable to obtain refinancing of the debt owed to HCC, we have assumed that the Special Committee will explore other refinancing alternatives. If you have any questions or wish to discuss either of these points further, please do not hesitate to call me. Very truly yours, /s/ John F. Johnston --------------------- John F. Johnston -----END PRIVACY-ENHANCED MESSAGE-----