Filing Details

 

 

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).

 

 

 

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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)  ¨
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
Number of Shares Beneficially Owned by Each Reporting Person With				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)    ¨
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)  ¨
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
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).   HMK Holdings, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (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
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)       CO

 

 

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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)  ¨
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
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)  ¨
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       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)  ¨
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
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.

 

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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

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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

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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

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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.