UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
February
28, 2010
Date of
Report (Date of earliest event reported)
CROWN
MEDIA HOLDINGS, INC.
(Exact
name of Registrant as Specified in Charter)
|
Delaware
|
000-30700
|
84-1524410
|
||
|
(State
or other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
12700
Ventura Boulevard
Studio
City, California 91604
(Address
of Principal Executive Offices)
(818)
755-2400
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
ITEM
8.01
|
OTHER
EVENTS
|
As
previously disclosed, a lawsuit was brought in July, 2009 in the Delaware Court
of Chancery against the Board of Directors of Crown Media Holdings, Inc. (the
“Company”), Hallmark Cards, Incorporated and its affiliates, as well as the
Company as a nominal defendant, by a minority stockholder of the Company
regarding the then recapitalization proposal which the Company received from
Hallmark Cards in May, 2009. The parties to the lawsuit entered into
a stipulation providing that the Company would not consummate the
recapitalization transaction contemplated in the proposal until not less than
seven weeks after providing the plaintiff with a notice of terms of the proposed
transaction, including copies of the final transaction
agreements. The stipulation also deals with the timing of a motion
for preliminary injunction relief.
On
February 9, 2010, the Company announced a non-binding term sheet which had been
approved by the Special Committee of the Board of Directors which considered and
negotiated the recapitalization proposal. On February 26, 2010, the
Company entered into definitive agreements for the recapitalization of the
Company’s indebtedness to H C Crown Corp., a wholly-owned subsidiary of
Hallmark Cards (the “Recapitalization”). The February 26, 2010
agreements for the Recapitalization follow the provisions in the earlier term
sheet. These agreements were publicly announced on March 1,
2010.
By a
letter of February 28, 2010, the plaintiff in this lawsuit informed the Special
Committee of the Board of Directors that the plaintiff objected to the proposed
Recapitalization on the terms set forth in the term sheet dated February 9,
2010. The plaintiff asserted, among other things, that the
transactions contemplated by the term sheet would unfairly dilute the economic
and voting interests of the Company’s minority stockholders, that the
transactions should be subject to a vote of the majority of the minority
stockholders and that the proposed transactions remain
inadequate. The plaintiff indicated that if the Company executed
definitive documents for the Recapitalization, the plaintiff would pursue the
litigation.
The
Special Committee consisting of independent directors believes that the
Recapitalization is fair to the stockholders (other than Hallmark Cards and its
affiliates) and in the best interest of the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
CROWN
MEDIA HOLDINGS, INC.
|
||||
|
(Registrant)
|
||||
|
Date
|
March
1, 2010
|
By
|
/s/
Charles L. Stanford
|
|
|
Charles
L. Stanford
|
||||
|
Executive
Vice President and General Counsel
|