0001140361-16-063248.txt : 20160504 0001140361-16-063248.hdr.sgml : 20160504 20160504125336 ACCESSION NUMBER: 0001140361-16-063248 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160502 FILED AS OF DATE: 20160504 DATE AS OF CHANGE: 20160504 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H C Crown, LLC CENTRAL INDEX KEY: 0001495643 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30700 FILM NUMBER: 161618364 BUSINESS ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 214 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 816-274-4057 MAIL ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 214 CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER NAME: FORMER CONFORMED NAME: H C Crown Corp DATE OF NAME CHANGE: 20100629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HMK Holdings Inc. CENTRAL INDEX KEY: 0001561811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30700 FILM NUMBER: 161618365 BUSINESS ADDRESS: STREET 1: 2501 MCGEE CITY: KANSAS CITY STATE: MO ZIP: 64108 BUSINESS PHONE: 816 274 7743 MAIL ADDRESS: STREET 1: 2501 MCGEE CITY: KANSAS CITY STATE: MO ZIP: 64108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.A., LLC CENTRAL INDEX KEY: 0001495644 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30700 FILM NUMBER: 161618366 BUSINESS ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 214 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 816-274-4057 MAIL ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 214 CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER NAME: FORMER CONFORMED NAME: HA Inc DATE OF NAME CHANGE: 20100629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALLMARK CARDS INC CENTRAL INDEX KEY: 0001114887 STATE OF INCORPORATION: MO FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30700 FILM NUMBER: 161618367 BUSINESS ADDRESS: STREET 1: 2501 MCGEE STREET CITY: KANSAS CITY STATE: MO ZIP: 64108 BUSINESS PHONE: 816-274-5583 MAIL ADDRESS: STREET 1: 2501 MCGEE STREET CITY: KANSAS CITY STATE: MO ZIP: 64108 4 1 doc1.xml FORM 4 X0306 4 2016-05-02 0 0001103837 CROWN MEDIA HOLDINGS INC CRWN 0001114887 HALLMARK CARDS INC 2501 MCGEE STREET KANSAS CITY MO 64108 0 0 1 0 0001495644 H.A., LLC 2501 MCGEE STREET KANSAS CITY MO 64108 0 0 1 0 0001561811 HMK Holdings Inc. 2501 MCGEE STREET KANSAS CITY MO 64108 0 0 1 0 0001495643 H C Crown, LLC 2501 MCGEE STREET KANSAS CITY MO 64108 0 0 1 0 Common Stock, par value $0.01 per share 2016-05-02 4 J 0 34790420 5.05 D 1000 I See footnote See Exhibit 99.1. See Exhibit 99.1. List of Exhibits: Exhibit 99.1 - Explanation of Responses HALLMARK CARDS, INCORPORATED, By: /s/ Brian E. Gardner, Executive Vice President 2016-05-04 H.A., LLC, By: /s/ Brian E. Gardner, Vice President 2016-05-04 HMK HOLDINGS, INC., By: /s/ Brian E. Gardner, Vice President 2016-05-04 H C CROWN, LLC, By: /s/ Deanne R. Stedem, Vice President 2016-05-04 EX-99.1 2 h17121530.htm EXPLANATION OF RESPONSES
Explanation of Responses:
(1) The securities reported herein were acquired of as part of the short-form merger, under Section 253 of the General Corporation Law of the State of Delaware, pursuant to which CM Merger Co. (“Merger Sub”), a Delaware corporation and indirect wholly-owned subsidiary of Hallmark Cards, Incorporated (“Hallmark”), merged with and into the Issuer, with the Issuer as the surviving entity (the “Merger”). On May 2, 2016, Merger Sub filed a certificate of ownership and merger with the Secretary of State of the State of Delaware consummating the Merger, at which time: (i) each issued and outstanding share of the Issuer’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) (except for shares of Common Stock held by (a) Merger Sub and (b) stockholders of the Issuer who properly exercise their statutory appraisal rights (the “Dissenting Stockholders”) under Section 262 of the General Corporation Law of the State of Delaware (the “Appraisal Rights Provision”)), was immediately cancelled and converted into the right to receive $5.05 in cash, without interest, upon delivery of certificates representing each such share, together with a letter of transmittal; (ii) the Common Stock held by the Dissenting Stockholders was immediately cancelled and converted into those rights provided under the Appraisal Rights Provision, (iii) The Common Stock held by Merger Sub and by the Issuer as treasury stock immediately prior to the Merger was cancelled and extinguished without consideration, and (iv) each of the 1,000 shares of capital stock of Merger Sub outstanding immediately prior to the Merger was converted into one validly issued, fully paid, and non-assessable share of Class A Common Stock of the Issuer (the “New Common Stock”), the surviving corporation.
(2) As a result of the Merger described in Footnote (2): HC Crown, LLC, (“Parent”), the sole parent of the Issuer, directly owns all the New Common Stock; (b) HMK Holdings, Inc. (“HMK”), the sole parent of Parent, indirectly owns all of the New Common Stock; H.A., LLC (“HALLC”), the sole parent of HMK, indirectly owns all of the New Common Stock; and Hallmark, the sole parent of HALLC, indirectly owns all of the New Common Stock.