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. 17)
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)
March 8, 2016
(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-1(e), 240.13d-1(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 (b) ¨
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3. | SEC Use Only ¨
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4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6. | Citizenship or Place of Organization
Missouri | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
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7. | Sole Voting Power
-0- | ||||
8. | Shared Voting Power
324,885,516 shares of Class A Common Stock | |||||
9. | Sole Dispositive Power
-0- | |||||
10. | Shared Dispositive Power
324,885,516 shares of Class A Common Stock | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
324,885,516 shares of Class A Common Stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13. | Percent of Class Represented by Amount in Row (11)
90.3% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
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1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
H.A., LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
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3. | SEC Use Only ¨
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4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
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7. | Sole Voting Power
-0- | ||||
8. | Shared Voting Power
284,885,516 shares of Class A Common Stock | |||||
9. | Sole Dispositive Power
-0- | |||||
10. | Shared Dispositive Power
284,885,516 shares of Class A Common Stock | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
284,885,516 shares of Class A Common Stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13. | Percent of Class Represented by Amount in Row (11)
79.2% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
- 3 -
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
HMK Holdings, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
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3. | SEC Use Only ¨
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4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
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7. | Sole Voting Power
-0- | ||||
8. | Shared Voting Power
284,885,516 shares of Class A Common Stock | |||||
9. | Sole Dispositive Power
-0- | |||||
10. | Shared Dispositive Power
284,885,516 shares of Class A Common Stock | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
284,885,516 shares of Class A Common Stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
79.2% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
- 4 -
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
H C Crown, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
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3. | SEC Use Only ¨
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4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
-0- | ||||
8. | Shared Voting Power
284,885,516 shares of Class A Common Stock | |||||
9. | Sole Dispositive Power
-0- | |||||
10. | Shared Dispositive Power
284,885,516 shares of Class A Common Stock | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
284,885,516 shares of Class A Common Stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
79.2% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
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1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Hallmark Cards GmbH | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
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3. | SEC Use Only ¨
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4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6. | Citizenship or Place of Organization
Germany | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
-0- | ||||
8. | Shared Voting Power
40,000,000 shares of Class A Common Stock | |||||
9. | Sole Dispositive Power
-0- | |||||
10. | Shared Dispositive Power
40,000,000 shares of Class A Common Stock | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,000,000 shares of Class A Common Stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
11.1% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
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1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Blue Holding Company, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
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3. | SEC Use Only ¨
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4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6. | Citizenship or Place of Organization
Missouri | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
-0- | ||||
8. | Shared Voting Power
40,000,000 shares of Class A Common Stock | |||||
9. | Sole Dispositive Power
-0- | |||||
10. | Shared Dispositive Power
40,000,000 shares of Class A Common Stock | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,000,000 shares of Class A Common Stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
11.1% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
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This Schedule 13D/A Amendment No. 17 (this Amendment) amends and supplements the Schedule 13D filed previously by Hallmark Cards, Incorporated (Hallmark), H.A., LLC (formerly H.A., Inc.), HMK Holdings, Inc., H C Crown, LLC (formerly H C Crown Corp.), Hallmark Cards GmbH, and Blue Holding Company, LLC jointly with respect to the securities of the Issuer (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 March 8, 2016, Hallmark delivered a letter to the Board of Directors of the Issuer setting forth the intention of Hallmark to acquire all of the shares of the Issuers common stock not owned by Hallmark and its affiliates at a price of $5.05 per share pursuant to a short-form merger under Delaware law (the Short Form Merger). The Reporting Persons intend to transfer all 324,885,516 shares of Class A Common Stock owned by them to a newly-formed, indirect wholly-owned subsidiary of Hallmark immediately prior to the effective date of the Short Form Merger. Hallmark is not obligated to consummate the Short Form Merger and may abandon its intention to consummate the Short Form Merger at any point in time.
A copy of the letter to the Board is included as Exhibit A to this Schedule 13D.
The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or dispose of all or a portion of their investment in the Issuer or acquire additional Common Stock in privately negotiated transactions or in the open market. The Reporting Persons may at any time reconsider and change their plans or proposals relating to any of the foregoing.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) | Letter of Hallmark Cards, Incorporated to Crown Media Holdings, Inc. Board of Directors, dated March 8, 2016. |
- 8 -
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: March 9, 2016 | HALLMARK CARDS, INCORPORATED | |||
By: | /s/ James Shay | |||
Name: | James Shay | |||
Title: | Executive Vice President-Chief Financial Officer | |||
H.A., LLC | ||||
By: | /s/ Brian E. Gardner | |||
Name: | Brian E. Gardner | |||
Title: | Vice President | |||
HMK HOLDINGS, INC. | ||||
By: | /s/ Brian E. Gardner | |||
Name: | Brian E. Gardner | |||
Title: | Vice President | |||
H C CROWN, LLC | ||||
By: | /s/ Deanne Stedem | |||
Name: | Deanne Stedem | |||
Title: | Vice President | |||
BLUE HOLDING COMPANY, LLC | ||||
By: | /s/ Deanne Stedem | |||
Name: | Deanne Stedem | |||
Title: | Vice President | |||
HALLMARK CARDS GMBH | ||||
By: | /s/ James Shay | |||
Name: | James Shay | |||
Title: | Managing Director |
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
The name and present principal occupation of each of the directors and executive officers of Hallmark Cards, Incorporated; H.A., LLC; HMK Holdings, Inc.; and H C Crown, LLC are set forth below. The business address for each of 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 each of the executive officers of H.A., LLC is c/o H.A., LLC, 2501 McGee, Kansas City, Missouri 64108. The business address for each of the directors and executive officers of HMK Holdings, Inc. is c/o HMK Holdings, Inc., 2501 McGee, Kansas City, Missouri 64108. The business address for each of the executive officers of H C Crown, LLC is c/o H C Crown, LLC, 2501 McGee, Kansas City, Missouri 64108. The business address for each of the executive officers of Blue Holding Company, LLC is c/o Blue Holding Company, LLC, 2501 McGee, Kansas City, Missouri 64108. The business address for the managing directors of Hallmark Cards GmbH is c/o Hallmark Cards GmbH, Am Borsigturm 33, D-13507, Berlin, Germany.
To Hallmarks knowledge, all directors and officers listed on this Schedule I are U.S. citizens, except for Timothy Busby, a managing director of Hallmark Cards GmbH, who is a British citizen and Jan Willem Koch, a managing director of Hallmark Cards GmbH, who is a Dutch citizen.
HALLMARK CARDS, INCORPORATED
Name |
Title and Occupation | |
Nancye L. Green | Director; President of Donovan/Green, Inc. | |
Frederick B. Hegi, Jr. | Director; Founding Partner, Wingate Partners | |
Timothy B. Smucker | Director; Chairman and Co-Chief Executive Officer of the J.M. Smucker Company | |
Claire Hughes Johnson | Director; Chief of Business Operations, Stripe; Former Vice President, Google Offers, Google, Inc. | |
Donald J. Hall | Chairman of the Board | |
Donald J. Hall, Jr. | Director; Vice Chairman and Chief Executive Officer | |
David E. Hall | Director; President | |
Keith Kotel | President Hallmark Home and Gifts | |
Michael Perry | President Hallmark Greetings | |
John Watson | President Hallmark Retail; Former Chairman and Chief Executive Officer of Edwin Watts Golf | |
James Shay | Executive Vice President Chief Financial Officer; Former Senior Vice President and Chief Financial Officer of KCP&L | |
Brian E. Gardner | Executive Vice President General Counsel | |
Stacey Paine | Executive Vice President Real Estate | |
Sabrina Wiewel | Senior Vice President Customer Development | |
William Guibor | Senior Vice President Chief Operating Officer-Hallmark Retail | |
Steve Hawn | Senior Vice President Corporate Strategy and Development | |
Molly Biwer | Senior Vice President Public Affairs and Communications; Former Vice President, Communications and Public Relations of Carlson | |
Ellen Junger | Senior Vice President Brand Development | |
Robert C. Bloss | Senior Vice President Human Resources | |
Evon Jones | Senior Vice President Technology and Business Enablement | |
Daniel S. Krouse | Vice President Logistics and Indirect Procurement |
H.A., LLC
Name |
Title and Occupation | |
Susan Glass | President | |
Steve Collins | Vice President | |
Nancy Hecker | Vice President, Treasurer | |
Jeff McMillen | Vice President, Investment Officer | |
Brian E. Gardner | Vice President | |
Dwight C. Arn | Vice President |
HMK HOLDINGS, INC.
Name |
Title and Occupation | |
Susan Glass | Director and President | |
Steve Collins | Director and Vice President | |
Nancy Hecker | Director and Treasurer | |
Dwight C. Arn | Director and Vice President | |
Deanne R. Stedem | Director and Vice President | |
Jeff McMillen | Vice President, Investment Officer | |
Brian E. Gardner | Vice President |
H C CROWN, LLC
Name |
Title and Occupation | |
Susan Glass | President | |
Steve Collins | Vice President | |
Jeff McMillen | Vice President, Investment Officer | |
Brian E. Gardner | Vice President | |
Dwight C. Arn | Vice President | |
Deanne R. Stedem | Vice President |
BLUE HOLDING COMPANY, LLC
Name |
Title and Occupation | |
Brian E. Gardner | President | |
Dwight C. Arn | Vice President | |
Deanne R. Stedem | Vice President |
HALLMARK CARDS GmbH
Name |
Title and Occupation | |
Timothy Busby | Managing Director | |
James Shay | Managing Director | |
Jan Willem Koch | Managing Director |
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.
Name |
Class A Common Stock | |||
David E. Hall (1) |
324,888,016 | |||
Donald J. Hall, Jr. (1) |
324,888,016 | |||
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 Cards, Incorporated, 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. |
Exhibit A
March 8, 2016
Board of Directors of Crown Media Holdings, Inc.
Crown Media Holdings, Inc.
12700 Ventura Blvd
Studio City, CA 91302
Dear Directors:
As you are aware, Hallmark Cards, Incorporated and its controlled affiliates (Hallmark) own in excess of 90% of the outstanding common stock of Crown Media Holdings, Inc. (Crown). After careful consideration, Hallmark has decided that it will acquire all of Crowns outstanding common stock not owned by Hallmark (the Unaffiliated Shares) through a short-form merger under Delaware law (a Short Form Merger) at a price of $5.05 per share in cash. The Short Form Merger affords liquidity to the holders of the Unaffiliated Shares of Crowns thinly-traded stock, at a price that represents a premium over the current share price.
Hallmark is engaging in the Short Form Merger in order to realize benefits from its ownership of Crown that are unavailable to it while Crown remains a public company with minority stockholders. Following the Short Form Merger, Hallmark intends to operate Crown, and its use of the highly recognized Hallmark brand in the entertainment industry, to strengthen the Hallmark brand across all of the Hallmark businesses. Hallmark also intends to strengthen the link between Crowns channels and Hallmarks businesses. With Crown as a wholly-owned subsidiary, Hallmark will be able to control Crowns content decisions and potential monetization paths, and will have greater flexibility to respond to the many risks and challenges of the rapidly changing cable and entertainment landscape and protect its substantial investment in Crown. Hallmark will be able to direct Crowns business and make all of those decisions in light of what is best for Hallmark as a whole, without being constrained by public, minority stockholders at Crown. Hallmark also anticipates a decrease in costs over time associated with being a public company, and the elimination of burdens on Crowns management associated with public reporting and other tasks resulting from Crowns public company status.
As the owner of more than 90% of Crowns outstanding stock, Hallmark has a right to effect a Short Form Merger under Delaware law without any action or consent by Crowns board of directors or the approval of the holders of Unaffiliated Shares. The only requirement for consummation of this Short Form Merger is that Hallmark mail a Schedule 13E-3 to the holders of Crowns common stock at least 20 days prior to the consummation of the Short Form Merger. Hallmark will shortly file its Schedule 13E-3 with the Securities and Exchange Commission. Hallmark reserves the right to abandon this Short Form Merger at any time prior to completion.
2501 McGee, PO Box 419580, Kansas City, Missouri 64141 (816) 274-5111
Board of Directors of Crown Media Holdings, Inc.
March 8, 2016
Page 2
Hallmark has confidence in the Companys current management and they will continue to lead the Company and its employees and manage the day to day operations at its current office locations.
Sincerely, | ||||
HALLMARK CARDS, INCORPORATED | ||||
By: | /s/ Donald J. Hall, Jr. | |||
Donald J. Hall, Jr. | ||||
President & CEO |