基本统计
| CIK | 1103837 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Crown Media Holdings, Inc.
SEC Filings (Chronological Order)
本页提供了美国证券交易委员会（SEC）备案的完整、按时间顺序排列的列表，不包括我们在其他地方提供的所有权备案。
| May 12, 2016 |
Crown Media Holdings FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-30700 Crown Media Holdings, Inc. (Exact name of registrant as specified |
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| May 4, 2016 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC - AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Crown Media Holdings, Inc. (Name of the Issuer) Hallmark Cards, Incorporated H.A., LLC HMK Holdings, Inc. H C Crown, LLC (Name of Person(s) Filing Statement) Class A Common Stock, Par Value $0.01 Per Share (Title of C |
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| May 4, 2016 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC - AMENDMENT NO. 19 Activist Investment 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. 19) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class o |
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| May 3, 2016 |
As filed with the Securities and Exchange Commission on May 3, 2016 Registration No. |
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| May 3, 2016 |
Crown Media Holdings 10-Q (Quarterly Report) crwnCurrentFolio10Q Table of Contents . UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . C |
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| April 29, 2016 |
Crown Media Holdings 10-K/A (Annual Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissi |
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| April 8, 2016 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC - SC 13D/A Activist Investment SC 13D/A 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. 18) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title o |
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| April 8, 2016 |
Exhibit 4 Exhibit 4 CONTRIBUTION AGREEMENT This Contribution Agreement dated as of April 6, 2016, is by and between Hallmark Cards, Incorporated (“Hallmark”) and H. |
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| April 8, 2016 |
EX-99.7 8 d178700dex997.htm EXHIBIT 7 Exhibit 7 CONTRIBUTION AGREEMENT This Contribution Agreement dated as of April 6, 2016, is by and between H C Crown, LLC (“HCC”) and CM Merger Co. (“CMC”). WHEREAS, each of the Managing Member of HCC and the Board of Directors of CMC has authorized this transaction; NOW, THEREFORE, the parties agree as follows: 1. Contribution. HCC hereby makes a capital contr |
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| April 8, 2016 |
PROMISSORY NOTE Date: As of April 6, 2016 Amount: Euro 177,270,733 EX-99.3 4 d178700dex993.htm EXHIBIT 3 Exhibit 3 PROMISSORY NOTE Date: As of April 6, 2016 Amount: Euro 177,270,733 §1. Promise to Pay. For value received, Hallmark Cards, Incorporated (“Hallmark”) hereby promises to pay to the order of Hallmark Cards GmbH (“HC Germany”) at such place as HC Germany may, from time to time specify in writing, the principal and interest amount outstanding under this N |
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| April 8, 2016 |
Exhibit 2 Exhibit 2 PURCHASE AGREEMENT This Purchase Agreement dated as of April 6, 2016 is by and between Hallmark Cards, Incorporated (“Hallmark”) and Hallmark Cards GmbH (“HC Germany”). |
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| April 8, 2016 |
2501 MCGEE, MD 288 P.O. BOX 419580 KANSAS CITY, MISSOURI 64141 EX-99.A2 3 d158964dex99a2.htm EXHIBIT (A)(2) Exhibit (a)(2) MEDIA STATEMENT—FOR IMMEDIATE RELEASE 2501 MCGEE, MD 288 P.O. BOX 419580 KANSAS CITY, MISSOURI 64141 WWW.HALLMARK.COM PRESSROOM.HALLMARK.COM Hallmark announces intent to take Crown Media private KANSAS CITY, MO. (March 9, 2016)—Donald J. Hall Jr., chief executive officer of Hallmark Cards, Inc., today announced that Hallmark intends to ac |
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| April 8, 2016 |
Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Class A Common Stock, par value $0. |
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| April 8, 2016 |
APPENDIX GENERAL CORPORATION LAW OF DELAWARE SECTION 262—APPRAISAL RIGHTS EX-99.F 4 d158964dex99f.htm EXHIBIT (F) Exhibit (f) APPENDIX GENERAL CORPORATION LAW OF DELAWARE SECTION 262—APPRAISAL RIGHTS (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolid |
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| April 8, 2016 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC - SC 13E3/A SC 13E3/A 1 d158964dsc13e3a.htm SC 13E3/A Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Crown Media Holdings, Inc. (Name of the Issuer) Hallmark Cards, Incorporated H.A., LLC HMK Holdings, Inc. H C Crown, LLC CM Merger Co. (Name of Person(s) Fil |
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| April 8, 2016 |
Exhibit 5 Exhibit 5 CONTRIBUTION AGREEMENT This Contribution Agreement dated as of April 6, 2016, is by and between H. |
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| April 8, 2016 |
Exhibit (a)(1) Exhibit (a)(1) Exchange Form—ACTION REQUIRED—The listed original certificates below MUST be returned with this Exchange Form YOUR ACTION IS REQUIRED—PLEASE FOLLOW THESE INSTRUCTIONS Our records indicate you currently hold Crown Media Holdings, Inc. |
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| April 8, 2016 |
Exhibit 6 Exhibit 6 CONTRIBUTION AGREEMENT This Contribution Agreement dated as of April 6, 2016, is by and between HMK Holdings, Inc. |
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| March 31, 2016 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC - SC 13E3/A SC 13E3/A 1 d126091dsc13e3a.htm SC 13E3/A Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Crown Media Holdings, Inc. (Name of the Issuer) Hallmark Cards, Incorporated H.A., LLC HMK Holdings, Inc. H C Crown, LLC Blue Holding Company, LLC Hallmark C |
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| March 31, 2016 |
2501 MCGEE, MD 288 P.O. BOX 419580 KANSAS CITY, MISSOURI 64141 Exhibit (a)(2) Exhibit (a)(2) MEDIA STATEMENT — FOR IMMEDIATE RELEASE 2501 MCGEE, MD 288 P. |
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| March 31, 2016 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC CORRESP 6 filename6.htm March 31, 2016 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington D.C. 20549 Attn: Nicholas P. Panos Senior Special Counsel Re: Crown Media Holdings, Inc. Schedule 13E-3 Filed March 11, 2016 Hallmark Cards, Incorporated, et al. File No. 005-59037 Dear |
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| March 31, 2016 |
APPENDIX GENERAL CORPORATION LAW OF DELAWARE SECTION 262 — APPRAISAL RIGHTS Exhibit (f) Exhibit (f) APPENDIX GENERAL CORPORATION LAW OF DELAWARE SECTION 262 — APPRAISAL RIGHTS (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise c |
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| March 11, 2016 |
APPENDIX GENERAL CORPORATION LAW OF DELAWARE SECTION 262 — APPRAISAL RIGHTS EX-99.F Exhibit (f) APPENDIX GENERAL CORPORATION LAW OF DELAWARE SECTION 262 — APPRAISAL RIGHTS (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise compl |
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| March 11, 2016 |
2501 MCGEE, MD 288 P.O. BOX 419580 KANSAS CITY, MISSOURI 64141 EX-99.A2 2 d154391dex99a2.htm EX-99.A2 Exhibit (a)(2) MEDIA STATEMENT — FOR IMMEDIATE RELEASE 2501 MCGEE, MD 288 P.O. BOX 419580 KANSAS CITY, MISSOURI 64141 WWW.HALLMARK.COM PRESSROOM.HALLMARK.COM Hallmark announces intent to take Crown Media private KANSAS CITY, MO. (March 9, 2016) — Donald J. Hall Jr., chief executive officer of Hallmark Cards, Inc., today announced that Hallmark intends to acqu |
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| March 11, 2016 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC - SC 13E3 SC 13E3 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Crown Media Holdings, Inc. (Name of the Issuer) Hallmark Cards, Incorporated H.A., LLC HMK Holdings, Inc. H C Crown, LLC Blue Holding Company, LLC Hallmark Cards GmbH CM Merger Co. (Name of Person(s) Filing St |
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| March 9, 2016 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC - SC 13D/A Activist Investment SC 13D/A 1 d152181dsc13da.htm SC 13D/A 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 |
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| March 9, 2016 |
Exhibit A Exhibit A March 8, 2016 Board of Directors of Crown Media Holdings, Inc. |
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| February 19, 2016 |
EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT NAME JURISDICTION OF FORMATION CM Intermediary, LLC Delaware |
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| February 19, 2016 |
Crown Media Holdings 10-K (Annual Report) crwnCurrentFolio10K Table of Contents . UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10?K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commis |
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| February 18, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition crwnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 18, 2016 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2015 crwnEx991 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2015 STUDIO CITY, Calif. ? February 18, 2016 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months and year ended December 31, 2015. Operating Highlights ? Double-digit advertising revenue. The addition of 5.1 million Hallmark Channel subscribers and 6.7 mill |
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| February 16, 2016 |
CRWN / Crown Media Holdings, Inc. / JP Morgan Partners BHCA LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto Filed Pursuant to Rule 13d-2(b) (Amendment No. 9)* Crown Media Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22 |
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| December 3, 2015 |
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 December 2, 2015 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 |
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| November 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num |
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| November 2, 2015 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER OF 2015 EX-99.1 2 a15-218371ex99d1.htm EX-99.1 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER OF 2015 STUDIO CITY, Calif. — November 2, 2015 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and nine months ended September 30, 2015. Operating Highlights · Subscriber Growth. With the re-launch of the channels on AT&T on July 23rd, |
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| November 2, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 2, 2015 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 |
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| August 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| August 3, 2015 |
Exhibit 10.4 SECOND AMENDMENT TO LEASE SECOND AMENDMENT TO LEASE (Second Amendment), dated as of July 2, 2015 between 1325 AVENUE OF THE AMERICAS, L.P. (Landlord) having an office c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, NY 10019, and CROWN MEDIA UNITED STATES, LLC, (Tenant), having an office at 1325 Avenue of the Americas, New York, NY 10019. WITNESSETH: WHEREAS: A. Landlor |
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| August 3, 2015 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER OF 2015 EX-99.1 2 a15-163901ex99d1.htm EX-99.1 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER OF 2015 STUDIO CITY, Calif. — August 3, 2015 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and six months ended June 30, 2015. Operating Highlights · Double-digit advertising revenue growth. Second quarter advertising revenue grew 1 |
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| August 3, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 3, 2015 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 Fi |
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| August 3, 2015 |
EX-10.2 2 a15-118451ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION CREDIT AGREEMENT dated as of June 25, 2015 among CROWN MEDIA HOLDINGS, INC., as the Borrower, The Lenders Party Hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent ROYAL BANK OF CANADA and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents FIFTH THIRD BANK, as Documentation Agent WELLS FARGO SECURIT |
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| August 3, 2015 |
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT EX-10.3 3 a15-118451ex10d3.htm EX-10.3 Exhibit 10.3 AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT This Amendment and Restatement (this “Agreement”) is made and entered into as of June 23, 2015, by and between HALLMARK LICENSING, LLC (“Hallmark”) and CROWN MEDIA UNITED STATES, LLC (“Licensee”). WHEREAS, the predecessor of Licensee (Odyssey Holdings, L.L.C.) and Hallmark entered into that certain |
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| July 23, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 July 22, 2015 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 Fil |
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| July 23, 2015 |
EX-99.1 2 a15-162031ex99d1.htm EX-99.1 Exhibit 99.1 News Release CROWN MEDIA FAMILY NETWORKS AND AT&T U-VERSE TV TO LAUNCH HALLMARK CHANNEL AND HALLMARK MOVIES & MYSTERIES Both Networks Will Launch in High Definition and on the U-verse App for Tablets and Smartphones NEW YORK AND DALLAS, JULY 22, 2015 — It’s “Christmas in July” for AT&T* U-verse® TV customers. Tomorrow, Crown Media Family Networks |
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| June 29, 2015 |
Submission of Matters to a Vote of Security Holders 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 June 24, 2015 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 Fil |
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| June 25, 2015 |
CROWN MEDIA HOLDINGS ANNOUNCES CLOSING OF NEW CREDIT FACILITY Exhibit 99.1 CROWN MEDIA HOLDINGS ANNOUNCES CLOSING OF NEW CREDIT FACILITY STUDIO CITY, Calif. ? June 25, 2015 - Crown Media Holdings, Inc. (NASDAQ:CRWN) announced today the closing of its new $425 million senior secured credit facilities with, among other financial institutions, Wells Fargo Bank, National Association, in its capacity as administrative agent, consisting of (i) a five year $325 mil |
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| June 25, 2015 |
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 June 25, 2015 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 Fil |
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| May 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| May 1, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 May 1, 2015 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 |
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| May 1, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| May 1, 2015 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER OF 2015 EX-99.1 2 a15-100681ex99d1.htm EX-99.1 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER OF 2015 STUDIO CITY, Calif. — May 1, 2015 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months ended March 31, 2015. Operating Highlights · Double-digit advertising revenue growth continues for the second consecutive quarter. Adverti |
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| April 24, 2015 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 20, 2015 |
EX-21.1 3 a2223120zex-211.htm EX-21.1 QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT NAME JURISDICTION OF FORMATION CM Intermediary, LLC Delaware QuickLinks EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT |
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| February 20, 2015 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2014 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2014 STUDIO CITY, Calif. — February 20, 2015 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months and year ended December 31, 2014. Operating Highlights · Double-digit advertising revenue growth. Advertising revenue increased 14% for the quarter and 11% for the year e |
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| February 20, 2015 |
Crown Media Holdings, Inc. February 18, 2015 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.51 Crown Media Holdings, Inc. February 18, 2015 Mr. William J. Abbott Re: Employment Agreement Amendment Dear Mr. Abbott: This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc. ("Crown") dated May 7, 2009, as subsequently amended (the "Agreement"), as follows: 1. The term of the |
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| February 20, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 20, 2015 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 |
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| February 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 7, 2014 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER OF 2014 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER OF 2014 STUDIO CITY, Calif. — November 7, 2014 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and nine months ended September 30, 2014. Operating Highlights · Double-digit advertising revenue growth. Advertising revenue increased 12% for the quarter and 10% for the nine mo |
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| November 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 7, 2014 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 |
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| November 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num |
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| August 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| August 1, 2014 |
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 August 1, 2014 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 Fi |
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| August 1, 2014 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER OF 2014 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER OF 2014 STUDIO CITY, CA ? August 1, 2014 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and six months ended June 30, 2014. Operating Highlights ? Continuous advertising revenue growth. Advertising revenue increased 10% for the quarter and 8% for the six months ended June |
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| June 26, 2014 |
Submission of Matters to a Vote of Security Holders - 8-K 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 June 25, 2014 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 Fil |
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| May 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| May 2, 2014 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER OF 2014 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER OF 2014 STUDIO CITY, CA — May 2, 2014 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months ended March 31, 2014. Operating Highlights · Positive financial results. Both advertising revenue and subscriber license fees showed gains in the quarter, resulting in a 6% increase |
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| May 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| May 2, 2014 |
Exhibit 10.1 March 4, 2014 Annie Howell 9606 Cable Drive Kensington, MD 20895 Dear Annie: This will confirm our agreement regarding your separation from Crown Media United States, LLC (“Crown Media”) effective March 25, 2014 (the “Termination Date”), with your job duties and assignment having ended on February 20, 2014. Both the Termination Date and the date your job duties end may be adjusted in |
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| May 2, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 May 2, 2014 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 |
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| April 30, 2014 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2014 |
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 March 25, 2014 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 Fi |
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| February 21, 2014 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.79 EXECUTIVE EMPLOYMENT AGREEMENT Agreement, made as of January 1, 2014 (?Effective Date?), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 (?Employer?) and Kristen Roberts (?Employee?). WHEREAS, Employer desires to employ Employee as provide |
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| February 21, 2014 |
Exhibit 10.55 Effective January 1, 2014 Charles Stanford [address] Dear Mr. Stanford: This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc. (?Crown?) dated January 1, 2012 (the ?Agreement?), as follows: The term of the Agreement and your employment by Crown as set forth in Paragraph 2 of the Agreement is extended until December 31, 2015, unless otherwis |
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| February 21, 2014 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2013 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2013 STUDIO CITY, CA — February 21, 2014 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months and year ended December 31, 2013. Operating Highlights · Increased Advertising Revenue. Advertising revenue for the quarter ended December 31, 2013, increased 17% over the pr |
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| February 21, 2014 |
QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT NAME JURISDICTION OF FORMATION CM Intermediary, LLC Delaware Crown Media United States, LLC Delaware QuickLinks EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT |
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| February 21, 2014 |
EX-10.67 4 a2218393zex-1067.htm EX-10.67 Exhibit 10.67 Effective January 1, 2014 Michelle Vicary [address] Dear Ms. Vicary: This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc. (“Crown”) dated January 1, 2012 (the “Agreement”), as follows: 1. Your new title will be “Executive Vice President, Programming and Network Publicity.” 2. The term of the Agreem |
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| February 21, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K 10-K 1 a2218393z10-k.htm 10-K Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or o TRANSITION REPO |
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| February 21, 2014 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.78 EXECUTIVE EMPLOYMENT AGREEMENT Agreement, made as of January 1, 2014 (?Effective Date?), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 (?Employer?) and Laura Lee (?Employee?). WHEREAS, Employer desires to employ Employee as provided here |
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| February 21, 2014 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.62 EXECUTIVE EMPLOYMENT AGREEMENT Agreement, made as of January 1, 2014 (?Effective Date?), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 (?Employer?) and Edward Georger (?Employee?). WHEREAS, Employer desires to employ Employee as provided |
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| February 21, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 21, 2014 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 |
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| February 21, 2014 |
EX-10.77 5 a2218393zex-1077.htm EX-10.77 Exhibit 10.77 Effective January 1, 2014 Susanne McAvoy [address] Dear Ms. McAvoy: This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc. (“Crown”) dated January 1, 2012 (the “Agreement”), as follows: 1. Your new title will be “Executive Vice President, Marketing, Creative and Communications.” 2. The term of the Ag |
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| November 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num |
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| November 1, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a13-2324118k.htm 8-K 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 November 1, 2013 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 |
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| November 1, 2013 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER OF 2013 EX-99.1 2 a13-232411ex99d1.htm EX-99.1 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER OF 2013 STUDIO CITY, CA — November 1, 2013 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and nine months ended September 30, 2013. Operating Highlights · Increased Advertising Revenue. Advertising revenue for the quarter ended Septem |
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| July 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 July 31, 2013 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 Fil |
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| July 31, 2013 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER OF 2013 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER OF 2013 STUDIO CITY, CA — July 31, 2013 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and six months ended June 30, 2013. Operating Highlights · Strong Operating and Financial Results. Adjusted EBITDA for the quarter ended June 30, 2013, increased 11% over the prior year |
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| July 31, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| July 1, 2013 |
Submission of Matters to a Vote of Security Holders - 8-K 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 June 26, 2013 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 Fil |
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| June 24, 2013 |
CRWN / Crown Media Holdings, Inc. / HALLMARK CARDS INC - FORM SC 13D/A Activist Investment 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. 16) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class o |
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| May 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| May 2, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| May 2, 2013 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER OF 2013 EX-99.1 2 a13-18263ex99d1.htm EX-99.1 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER OF 2013 STUDIO CITY, CA — May 2, 2013 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months ended March 31, 2013. Operating Highlights · Strong Operating and Financial Results. Adjusted EBITDA for the quarter ended March 31, 2013, incr |
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| May 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 May 2, 2013 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 |
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| April 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2013 |
[The remainder of this page is intentionally left blank] Exhibit 10.1 AMENDMENT No. 1, dated as of March 29, 2013 (this “Amendment”), to (i) the Credit Agreement dated as of July 14, 2011, among CROWN MEDIA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Admini |
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| April 1, 2013 |
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 March 29, 2013 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 Fi |
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| February 22, 2013 |
EXECUTIVE EMPLOYMENT AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 10.61 EXECUTIVE EMPLOYMENT AGREEMENT Agreement, made as of January 1, 2012 ("Effective Date"), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 ("Employer") and Annie Howell ("Empl |
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| February 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 22, 2013 |
QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT NAME JURISDICTION OF FORMATION CM Intermediary, LLC Delaware Crown Media United States, LLC Delaware QuickLinks EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT |
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| February 22, 2013 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2012 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2012 STUDIO CITY, CA — February 22, 2013 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months and year ended December 31, 2012. Operating Highlights · Strong Operating and Financial Results. Adjusted EBITDA for the year ended December 31, 2012 increased 18% over last |
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| February 22, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 22, 2013 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 |
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| January 9, 2013 |
Exhibit 10.1 Effective January 1, 2013 Mr. Andrew Rooke [address] Dear Mr. Rooke: This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc. (“Crown”) dated March 7, 2011 (the “Agreement”) as follows: 1. The term of the Agreement and your employment by Crown as set forth in Paragraph 2 of the Agreement is extended until December 31, 2014, unless otherwise te |
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| January 9, 2013 |
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 January 8, 2013 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 F |
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| November 1, 2012 |
Purchase Agreement Exhibit 2 PURCHASE AGREEMENT This Purchase Agreement dated as of October 31, 2012 is by and between Hallmark Cards, Incorporated (“Hallmark”) and HC Crown, LLC (“HCC”). |
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| November 1, 2012 |
Contribution Agreement Exhibit 3 CONTRIBUTION AGREEMENT This Contribution Agreement dated as of October 31, 2012, is by and between Hallmark Cards, Incorporation (“Hallmark”) and Blue Holding Company (“BHC”). |
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| November 1, 2012 |
Exhibit 10.1 Execution Copy ACKNOWLEDGEMENT AND AGREEMENT This Acknowledgement and Agreement (this “Agreement”) dated as of October 29, 2012, is by and among H C Crown, LLC, a Delaware limited liability company (formerly known and organized as H C Crown Corp., a Delaware corporation) (“HCC”); Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark Cards” and, together with HCC, “Hallmark”) |
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| November 1, 2012 |
Acknowledgement and Agreement Exhibit 5 ACKNOWLEDGEMENT AND AGREEMENT This Acknowledgement and Agreement (this “Agreement”) dated as of October 29, 2012, is by and among H C Crown, LLC, a Delaware limited liability company (formerly known and organized as H C Crown Corp. |
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| November 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num |
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| November 1, 2012 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER OF 2012 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER OF 2012 STUDIO CITY, CA — November 1, 2012 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and nine months ended September 30, 2012. Operating Highlights · Strong Operating and Financial Results. Adjusted EBITDA increased 32% to $31.3 million for the quarter ended September |
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| November 1, 2012 |
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 October 29, 2012 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 |
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| November 1, 2012 |
EX-99.4 5 d431941dex994.htm CONTRIBUTION AGREEMENT Exhibit 4 CONTRIBUTION AGREEMENT between Blue Holding Company, whose principal place of business is situated at 2501 McGee Trafficway, Kansas City, MO 64108, USA (hereinafter referred to as “BHC”) and Hallmark Cards GmbH, whose registered office is situated at Wespienstraße 8-10, 52062 Aachen, Germany (hereinafter referred to as “HC Germany”) (her |
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| November 1, 2012 |
Joint Filing Agreement Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Class A Common Stock, par value $0. |
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| November 1, 2012 |
Schedule 13D Amendment No.15 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. 15) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.0 |
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| November 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 November 1, 2012 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 |
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| July 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| July 27, 2012 |
Crown Media Holdings, Inc. June 27, 2012 Exhibit 10.1 Crown Media Holdings, Inc. June 27, 2012 Mr. William J. Abbott 50 Snowball Drive Cold Spring Harbor, NY 11724 Re: Employment Agreement Amendment Dear Mr. Abbott: This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc. (?Crown?) dated May 7, 2009, as subsequently amended (the ?Agreement?), as follows: 1. The term of the Agreement and your empl |
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| July 27, 2012 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT Agreement, made as of January 1, 2012 (“Effective Date”), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 (“Employer”) and Susanne McAvoy (“Employee”). WHEREAS, Employer desires to employ Employee as provided |
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| July 27, 2012 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER OF 2012 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER OF 2012 STUDIO CITY, CA — July 27, 2012 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and six months ended June 30, 2012. Operating Highlights · Positive Financial Results. Adjusted EBITDA increased 40% to $35.0 million for the quarter ended June 30, 2012 compared to the |
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| July 27, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 July 27, 2012 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 Fil |
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| June 28, 2012 |
Submission of Matters to a Vote of Security Holders - 8-K 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 June 27, 2012 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 Fil |
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| May 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| May 3, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 May 3, 2012 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 |
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| May 3, 2012 |
Exhibit 10.1 March 1, 2012 Mr. William J. Abbott 50 Snowball Drive Cold Spring Harbor, NY 11724 Re: Employment Agreement Amendment Dear Mr. Abbott: This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc. (?Crown?) dated May 7, 2009 (the ?Agreement?), as amended on May 11, 2010, as follows: 1. Effective March 1, 2012, your base salary as set forth in Parag |
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| May 3, 2012 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER OF 2012 EXHIBIT 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER OF 2012 STUDIO CITY, CA — May 3, 2012 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months ended March 31, 2012. Operating Highlights Positive Financial Results. Adjusted EBITDA increased 27% to $33.0 million for the quarter ended March 31, 2012 compared to the same perio |
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| May 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| April 30, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 1, 2012 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.60 EXECUTIVE EMPLOYMENT AGREEMENT Agreement, made as of January 1, 2012 (?Effective Date?), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 (?Employer?) and Michelle Vicary (?Employee?). WHEREAS, Employer desires to employ Employee as provide |
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| March 1, 2012 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.52 4 a2207636zex-1052.htm EX-10.52 Exhibit 10.52 EXECUTIVE EMPLOYMENT AGREEMENT Agreement, made as of January 1, 2012 (“Effective Date”), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 (“Employer”) and Charles Stanford (“Employee”). WHEREAS, Empl |
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| March 1, 2012 |
QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT NAME JURISDICTION OF FORMATION CM Intermediary, LLC Delaware Crown Media United States, LLC Delaware Citi TeeVee, LLC Delaware Doone City Pictures, LLC Delaware QuickLinks EXHIBIT 21.1 |
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| March 1, 2012 |
INTERCOMPANY SERVICES EXTENSION AGREEMENT Exhibit 10.36 INTERCOMPANY SERVICES EXTENSION AGREEMENT This Extension Agreement dated as of January 1, 2012 is by and between Hallmark Cards, Incorporated (“Hallmark”) and Crown Media Holdings, Inc. (Crown Holdings”). WHEREAS, Crown Holdings and Hallmark have previously entered into that certain Intercompany Services Agreement between the parties dated as of December 23, 2002, as subsequently ext |
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| March 1, 2012 |
Exhibit 10.38 TAX SHARING AGREEMENT TAX SHARING AGREEMENT (the “Agreement”) dated as of May 9,2000 by and among Hallmark Entertainment, Inc., a Delaware corporation (“HEI”), Crown Media, Inc., a Delaware corporation, Crown Media Holdings, Inc., a Delaware corporation (“Newco”), the subsidiaries of Newco that are signatories hereto, the other members of the Newco Group (as defined below) and any en |
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| March 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000- |
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| February 24, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 24, 2012 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 |
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| February 24, 2012 |
CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2011 Exhibit 99.1 CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER OF 2011 STUDIO CITY, CA — February 24, 2012 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months and year ended December 31, 2011. Operating Highlights · “Countdown to Christmas” Success. Hallmark Channel’s holiday programming initiative, “Countdown to Christmas”, offici |
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| January 19, 2012 |
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 January 12, 2012 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 |
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| December 22, 2011 |
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 December 20, 2011 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 |
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| November 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num |
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| November 3, 2011 |
Crown Media Holdings Announces Operating Results for Third Quarter of 2011 Exhibit 99.1 Crown Media Holdings Announces Operating Results for Third Quarter of 2011 STUDIO CITY, CA ? November 3, 2011 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and nine months ended September 30, 2011. Operating Highlights ? Strong advertising sales. Advertising revenue increased by 13% over the nine month period ended September 30, 2010 com |
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| November 3, 2011 |
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 November 3, 2011 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 |
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| October 5, 2011 |
Use these links to rapidly review the document Table of contents TABLE OF CONTENTS 2 Table of Contents Filed Pursuant to Rule 424b3 Registration No. |
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| September 26, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees Crown Media Holdings, Inc. Guaranteed by CM Intermediary, LLC Crown Media United States, LLC Citi Tee Vee LLC and Doone City Pictures LLC Exchange Offer for all outstanding 10.5% Senior Notes due 2019 (CUSIP Nos. 228411 AC8, U21671 AA7 and |
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| September 26, 2011 |
COMPANY AGREEMENT FOR DOONE CITY PICTURES, LLC QuickLinks - Click here to rapidly navigate through this document Exhibit 3.5 COMPANY AGREEMENT FOR DOONE CITY PICTURES, LLC This Company Agreement (the "Agreement") is made and entered into and effective July , 1999 by and among the DOONE CITY PICTURES, LLC (the "LLC") and ODYSSEY HOLDINGS, LLC., a Delaware LLC ("ODYSSEY"). RECITALS ODYSSEY does hereby form a limited liability company pursuant to |
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| September 26, 2011 |
COMPANY AGREEMENT FOR CITI TEEVEE, LLC QuickLinks - Click here to rapidly navigate through this document EXHIBIT 3.4 COMPANY AGREEMENT FOR CITI TEEVEE, LLC This Company Agreement (the "Agreement") is made and entered into and effective July , 1999 by and among the CITI TEEVEE, LLC (the "LLC") and ODYSSEY HOLDINGS, LLC., a Delaware LLC ("ODYSSEY"). R E C I T A L S ODYSSEY does hereby form a limited liability company pursuant to the prov |
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| September 26, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 LETTER OF TRANSMITTAL CROWN MEDIA HOLDINGS, INC. Guaranteed by CM Intermediary, LLC Crown Media United States, LLC Citi Tee Vee LLC and Doone City Pictures LLC Exchange Offer for All Outstanding 10.5% Senior Notes due 2019 (CUSIP Nos. 228411 AC8, U21671 AA7 and 28411 AD6) for new 10.5% Senior Notes due 2019 that have be |
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| September 26, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.3 NOTICE OF GUARANTEED DELIVERY CROWN MEDIA HOLDINGS, INC. Guaranteed by CM Intermediary, LLC Crown Media United States, LLC Citi Tee Vee LLC and Doone City Pictures LLC Exchange Offer for All Outstanding 10.5% Senior Notes due 2019 (CUSIP Nos. 228411 AC8, U21671 AA7 and 28411 AD6) for new 10.5% Senior Notes due 2019 that |
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| September 26, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 What Number to Give the Payer The holder is required to give the Payer his or her TIN (e.g., Social Security Number or Employer Identification Number). If the Outstanding Notes are held in more than one name or are held not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer I |
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| September 26, 2011 |
Crown Media Holdings, Inc. and Subsidiaries Computation of the Ratios of Earnings to Fixed Charges QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 Crown Media Holdings, Inc. and Subsidiaries Computation of the Ratios of Earnings to Fixed Charges Historical Pro Forma Year Ended December 31 Six Months Ended June 30, 2011 Six Months Ended June 30, 2011 Year Ended December 31, 2010 2006 2007 2008 2009 2010 (dollar amounts in millions) Earnings Income (loss) from conti |
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| September 26, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 25.1 FORM T-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON TRUST COM |
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| September 26, 2011 |
As filed with the Securities and Exchange Commission on September 26, 2011 Use these links to rapidly review the document Table of contents TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on September 26, 2011 Registration No. |
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| September 26, 2011 |
CM INTERMEDIARY, LLC OPERATING AGREEMENT TABLE OF CONTENTS QuickLinks - Click here to rapidly navigate through this document Exhibit 3.6 CM INTERMEDIARY, LLC OPERATING AGREEMENT TABLE OF CONTENTS ARTICLE I. FORMATION 1 1.1 Organization 1 1.2 Name 1 1.3 Effective Date 1 1.4 Term 1 1.5 Registered Agent and Office 1 1.6 Principal Office 1 ARTICLE II. DEFINITIONS 1 2.1 Act 1 2.2 Additional Member 1 2.3 Admission Agreement 1 2.4 Articles 1 2.5 Assignee 1 2.6 B |
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| September 26, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.5 LETTER TO CLIENTS CROWN MEDIA HOLDINGS, INC. Guaranteed by CM Intermediary, LLC Crown Media United States, LLC Citi Tee Vee LLC and Doone City Pictures LLC Exchange Offer for All Outstanding 10.5% Senior Notes due 2019 (CUSIP Nos. 228411 AC8, U21671 AA7 and 28411 AD6) for new 10.5% Senior Notes due 2019 that have been r |
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| August 4, 2011 |
Crown Media Holdings Announces Operating Results for Second Quarter of 2011 Exhibit 99.1 Crown Media Holdings Announces Operating Results for Second Quarter of 2011 STUDIO CITY, CA — August 4, 2011 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and six months ended June 30, 2011. Operating Highlights · Positive financial results. Advertising revenues and subscriber license fees for the quarter combined to generate an increase |
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| August 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| August 4, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 4, 2011 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 Fi |
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| July 14, 2011 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Class A common stock, par value $0. |
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| July 14, 2011 |
TRADEMARK LICENSE EXTENSION AGREEMENT Exhibit 10.3 TRADEMARK LICENSE EXTENSION AGREEMENT This Trademark License Extension Agreement dated as of July 14, 2011 is by and between Hallmark Licensing, Inc. (“Hallmark Licensing”) and Crown Media United States, LLC (“Crown US”), WHEREAS, Crown US and Hallmark Licensing entered into that certain Movie Channel Trademark License Agreement between the parties dated as of January 1, 2004, as exte |
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| July 14, 2011 |
Exhibit 10.2 CREDIT AGREEMENT dated as of July 14, 2011 among CROWN MEDIA HOLDINGS, INC., as the Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, as Sole Bookrunner and Sole Lead Arranger TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 32 SECTION 1.0 |
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| July 14, 2011 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated July 14, 2011 (this “Agreement”) is entered into by and among Crown Media Holdings, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan” or the “Initial Purchaser”). The Company, the Guarantors and the Init |
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| July 14, 2011 |
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 July 14, 2011 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 Fil |
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| July 14, 2011 |
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. 14) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class o |
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| July 14, 2011 |
Crown Media Holdings announces closing of Senior Notes Offering and New Credit Facility Exhibit 99.1 Crown Media Holdings announces closing of Senior Notes Offering and New Credit Facility STUDIO CITY, Calif., July 14, 2011 (BUSINESS WIRE) — Crown Media Holdings, Inc. (“Crown Media”) announced today the closing of its previously announced offering in a private placement (the “Offering”) of $300 million in aggregate principal amount of 10.5% senior notes due 2019 (the “Notes”). Crown |
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| July 14, 2011 |
Exhibit 4.1 CROWN MEDIA HOLDINGS, INC., THE GUARANTORS NAMED HEREIN AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE, TRANSFER AGENT, REGISTRAR, AUTHENTICATION AGENT AND PAYING AGENT 10.5% Senior Notes due 2019 INDENTURE Dated as of July 14, 2011 CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.3;7.8; 7.10 (c) |
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| July 14, 2011 |
TRADEMARK LICENSE EXTENSION AGREEMENT Exhibit 10.4 TRADEMARK LICENSE EXTENSION AGREEMENT This Trademark License Extension Agreement dated as of July 14, 2011 is by and between Hallmark Licensing, Inc. (“Hallmark Licensing”) and Crown Media United States, LLC (“Crown US”). WHEREAS, Odyssey Holdings, L.L.C., the predecessor of Crown US, and Hallmark Licensing entered into that certain Amended and Restated Trademark License Agreement bet |
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| June 30, 2011 |
8-K 1 a11-1497238k.htm 8-K 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 June 29, 2011 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 Inc |
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| June 30, 2011 |
Crown Media Holdings Prices Private Offering of $300 Million of 10.5% Senior Notes due 2019 Exhibit 99.1 Crown Media Holdings Prices Private Offering of $300 Million of 10.5% Senior Notes due 2019 STUDIO CITY, Calif., June 29, 2011 (BUSINESS WIRE) - Crown Media Holdings, Inc. (“Crown Media”) announced today the pricing of its previously announced offering (the “Offering”) in a private placement of $300 million in aggregate principal amount of 10.5% senior notes due 2019 (the “Notes”). Th |
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| June 24, 2011 |
Submission of Matters to a Vote of Security Holders 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 June 22, 2011 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 Fil |
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| June 21, 2011 |
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 June 20, 2011 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 Fil |
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| June 21, 2011 |
Senior Secured Credit Facilities Exhibit 99.1 Crown Media Holdings Announces Proposed Private Offering of $300,000,000 of Senior Notes due 2019 STUDIO CITY, Calif., June 20, 2011 (BUSINESS WIRE) — Crown Media Holdings, Inc. (“Crown Media”) announced today that it intends to commence an offering (the “Offering”) in a private placement of $300 million in aggregate principal amount of senior notes due 2019 (the “Notes”). The Offerin |
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| June 9, 2011 |
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 June 9, 2011 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 |
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| May 5, 2011 |
Crown Media Holdings Announces Operating Results for First Quarter of 2011 Exhibit 99.1 Crown Media Holdings Announces Operating Results for First Quarter of 2011 STUDIO CITY, CA — May 5, 2011 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months ended March 31, 2011. Operating Highlights · Continued success for Hallmark Movie Channel. Hallmark Movie Channel passed a significant milestone in the first quarter, reaching over |
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| May 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| May 5, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 May 5, 2011 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 |
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| May 5, 2011 |
Exhibit 10.1 EMPLOYMENT AGREEMENT Agreement, made as of March 7, 2011 (?Effective Date?), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 (?Employer?) and Andrew Rooke (?Employee?). WHEREAS, Employer desires to employ Employee as provided herein and Emp |
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| May 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| April 29, 2011 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 11, 2011 |
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 March 9, 2011 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 Fil |
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| March 7, 2011 |
ANDREW ROOKE IS NAMED EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER, CROWN MEDIA HOLDINGS, INC. Exhibit 99.1 For Immediate Release Contact: Annie Howell, 240-893-9757 Monday, March 7, 2011 [email protected] ANDREW ROOKE IS NAMED EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER, CROWN MEDIA HOLDINGS, INC. STUDIO CITY, CA, March 7 — Veteran finance executive, Andrew Rooke, today joined Crown Media Holdings, Inc. (NASDAQ: CRWN) as Executive Vice President and Chief Financial Off |
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| March 7, 2011 |
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, 2011 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 |
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| March 3, 2011 |
[H C Crown, LLC Letterhead] February 15, 2011 Exhibit 10.90 [H C Crown, LLC Letterhead] February 15, 2011 Crown Media Holdings, Inc. 12700 Ventura Blvd. Studio City, CA 91302 Attention: Michael Harmon, Interim Chief Financial Officer Charles Stanford, General Counsel Re: Credit Agreement, dated as of June 29, 2010 among Crown Media Holdings, Inc.as Borrower ("Crown") and H C Crown, LLC (f/k/a H C Crown Corp.), as Lender ("HCC") and other Cred |
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| March 3, 2011 |
Exhibit 21.1 SUBSIDIARIES OF REGISTRANT NAME JURISDICTION OF FORMATION CM Intermediary, LLC Delaware Crown Media United States, LLC Delaware Citi TeeVee, LLC Delaware Doone City Pictures, LLC Delaware |
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| March 3, 2011 |
FORM OF CROWN MEDIA HOLDINGS, INC. 2010 LONG TERM INCENTIVE COMPENSATION AGREEMENT Exhibit 10.82 FORM OF CROWN MEDIA HOLDINGS, INC. 2010 LONG TERM INCENTIVE COMPENSATION AGREEMENT THIS LONG TERM INCENTIVE COMPENSATION AGREEMENT (the "Agreement") is made and entered into as of January 1, 2010 (the "Grant Date"), by and between Crown Media Holdings, Inc., a Delaware corporation ("Crown"), and ("Executive") pursuant to the terms and conditions of the Amended and Restated Crown Medi |
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| March 3, 2011 |
INTERCOMPANY SERVICES EXTENSION AGREEMENT Exhibit 10.50 INTERCOMPANY SERVICES EXTENSION AGREEMENT This Extension Agreement dated as of January 1, 2011 is by and between Hallmark Cards, Incorporated ("Hallmark") and Crown Media Holdings, Inc. (Crown Holdings"). WHEREAS, Crown Holdings and Hallmark have previously entered into that certain Intercompany Services Agreement between the parties dated as of December 23, 2002 as extended on Janua |
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| March 3, 2011 |
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 March 3, 2011 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 Fil |
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| March 3, 2011 |
Crown Media Holdings Announces Operating Results for Fourth Quarter of 2010 Exhibit 99.1 Crown Media Holdings Announces Operating Results for Fourth Quarter of 2010 STUDIO CITY, CA — March 3, 2011 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three months and year ended December 31, 2010. Operating Highlights · Successful Holiday season. With the launch of “Countdown” holiday campaigns on Hallmark Channel and the introduction of h |
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| March 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Use these links to rapidly review the document TABLE OF CONTENTS PART IV INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 21, 2010 |
Submission of Matters to a Vote of Security Holders 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 December 16, 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 |
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| November 9, 2010 |
Exhibit 99.2 Crown Media Holdings, Inc. Unaudited Consolidated Balance Sheets (In thousands, except share and per share data) As of September 30, As of December 31, 2010 2009 ASSETS Cash and cash equivalents $ 36,150 $ 10,456 Restricted cash 20,019 - Accounts receivable, less allowance for doubtful accounts of $224 and $476, respectively 62,978 68,817 Program license fees 98,690 106,825 Prepaid pr |
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| November 9, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 4, 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 Incorpora |
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| November 9, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num |
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| November 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [Missing Graphic Reference] FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 5, 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 |
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| November 5, 2010 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [Missing Graphic Reference] FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 4, 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 |
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| November 4, 2010 |
Crown Media Holdings Announces Operating Results for Third Quarter of 2010 Crown Media Holdings Announces Operating Results for Third Quarter of 2010 STUDIO CITY, CA – November 4, 2010 - Crown Media Holdings, Inc. |
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| August 12, 2010 |
TRADEMARK LICENSE EXTENSION AGREEMENT Exhibit 10.14 TRADEMARK LICENSE EXTENSION AGREEMENT This Extension Agreement dated as of June 29, 2010 is by and between Hallmark Licensing, Inc. (“Hallmark Licensing”) and Crown Media United States, LLC (“Crown US”). WHEREAS, Crown US and Hallmark Licensing have previously entered into that certain Movie Channel Trademark License Agreement between the parties dated as of January 1, 2004, as exten |
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| August 12, 2010 |
Crown Media Holdings Announces Operating Results for Second Quarter of 2010 0; EXHIBIT 99.1 Crown Media Holdings Announces Operating Results for Second Quarter of 2010 STUDIO CITY, CA – August 12, 2010 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the three and six months ended June 30, 2010. Operating Highlights · Introduction of Original Lifestyle Programming. Hallmark Channel will introduce a new daytime programming block on Septem |
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| August 12, 2010 |
Exhibit 10.11 EXECUTION VERSION SECURITY AGREEMENT DATED AS OF JUNE 29, 2010 AMONG CROWN MEDIA HOLDINGS, INC. AS DEBTOR AND HC CROWN CORP. AS SECURED PARTY TABLE OF CONTENTS Page 1. Definitions 1 2. Grant of Security Interest 1 3. Authorization to File Financing Statements 2 4. Other Actions 2 5. Relation to Other Security Documents 5 6. Representations and Warranties Concerning Grantor’s Legal St |
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| August 12, 2010 |
Exhibit 10.10 H C CROWN CORP 103 Foulk Road, Suite 214 Wilmington, DE 19803 (302) 654-7584 Fax (302) 652-8667 March 19, 2010 Crown Media Holdings, Inc. 12700 Ventura Boulevard Studio City, California 91604 Attention: Chief Executive Officer Crown Media Holdings, Inc. 12700 Ventura Boulevard Studio City, California 91604 Attention: Chief Financial Officer Crown Media Holdings, Inc. 12700 Ventura Bo |
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| August 12, 2010 |
Exhibit 10.2 AMENDMENT NO. 17 dated as of June 29, 2010 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as amended by Amendments 1 through 15 thereto, dated as of December 14, 2001, December 31, 2001, March 29, 2002, May 14, 2002, February 5, 2003, August 4, 2003, October 28, 2004, March 1, 2005, March 21, 2006, April 28, 2006, December 8, 2006 |
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| August 12, 2010 |
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 August 12, 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 F |
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| August 12, 2010 |
TRADEMARK LICENSE EXTENSION AGREEMENT Exhibit 10.13 TRADEMARK LICENSE EXTENSION AGREEMENT This Extension Agreement dated as of June 29, 2010 is by and between Hallmark Licensing, Inc. (“Hallmark Licensing”) and Crown Media United States, LLC (“Crown US”). WHEREAS, Crown US and Hallmark Licensing have previously entered into that certain Amended and Restated Trademark License Agreement between the parties dated as of March 27, 2001 as |
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| August 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| August 12, 2010 |
Exhibit 10.12 EXECUTION COPY PLEDGE AGREEMENT DATED AS OF JUNE 29, 2010 AMONG CROWN MEDIA HOLDINGS, INC. AS PLEDGOR AND HC CROWN CORP. AS SECURED PARTY TABLE OF CONTENTS Page 1. Definitions and Construction 1 2. Pledge 4 3. Delivery and Registration of Collateral 4 4. Voting Rights and Dividends 5 5. Representations and Warranties 5 6. Further Assurances 6 7. Covenants of Pledgor 7 8. Secured Part |
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| July 27, 2010 |
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 July 26, 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 Fil |
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| July 20, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Amendment No. 6 Crown Media Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $.01 per share 228411-10-4 (Title of class of securities) (CUSIP number) July 20 |
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| July 15, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [Missing Graphic Reference] FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 14, 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 In |
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| June 30, 2010 |
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. 13) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class o |
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| June 29, 2010 |
Crown Media Holdings Completes Recapitalization Exhibit 99.1 Not For Immediate Release Crown Media Holdings Completes Recapitalization STUDIO CITY, CA — June 29, 2010 - Crown Media Holdings, Inc. (NASDAQ: CRWN), owner and operator of Hallmark Channel and Hallmark Movie Channel, today announced that the Company has completed its previously announced recapitalization transactions with Hallmark Cards, Incorporated and its affiliates. The Recapital |
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| June 29, 2010 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 17 dated as of June 29, 2010 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as amended by Amendments 1 through 15 thereto, dated as of December 14, 2001, December 31, 2001, March 29, 2002, May 14, 2002, February 5, 2003, August 4, 2003, October 28, 2004, March 1, 2005, March 21, 2006, April 28, 2006 |
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| June 29, 2010 |
Entry into a Material Definitive Agreement 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 June 29, 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 Fil |
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| June 29, 2010 |
Exhibit 99.1 Designated Filer: Hallmark Cards, Inc. Issuer & Ticker Symbol: Crown Media Holdings, Inc. (CRWN) Date of Event Requiring Statement: June 29, 2010 Notes: (1) On June 29, 2010, the transactions contemplated by the Master Recapitalization Agreement (the ?Transactions?), dated February 26, 2010, by and among Hallmark Cards, Incorporated, a Missouri corporation (?Hallmark Cards?), H C Crow |
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| June 14, 2010 |
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 June 14, 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 Fil |
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| June 14, 2010 |
JOAN GUNDLACH JOINS HALLMARK CHANNELS AS EXECUTIVE VICE PRESIDENT, DISTRIBUTION Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Nancy Carr, 818-755-2643 June 14, 2010 [email protected] Amanda Feuerman, 818-755-2512 < /font> [email protected] JOAN GUNDLACH JOINS HALLMARK CHANNELS AS EXECUTIVE VICE PRESIDENT, DISTRIBUTION Joan Gundlach has been appointed to Executive Vice President, Distribution, for Hallmark Channels (Hallmark Channel and Hallmark Movie Channe |
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| May 21, 2010 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ý Definitive Information Statement CROWN MEDIA HOLDINGS, INC. |
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| May 13, 2010 |
0; EXHIBIT 10.1 May 11, 2010 Mr. William J. Abbott 50 Snowball Drive Cold spring Harbor, NY 11724 Re: Employment Agreement Amendment Dear Mr. Abbott This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc. (“Crown”) dated May 7, 2009 (the “Agreement”) as follows: 1. The term of the Agreement and your employment by Crown as set out in Paragraph 2 of the Agr |
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| May 13, 2010 |
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 May 11, 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 |
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| May 13, 2010 |
EXHIBIT 10.2 May 3, 2010 Mr. Charles Stanford 25010 Jim Bridger Road Hidden Hills, CA 91302 Re: Employment Agreement Amendment Dear Mr. Stanford: This will confirm our agreement to further amend your employment agreement with Crown Media Holdings, Inc. (“Crown”) dated August 8, 2006, as amended on January 29, 2008 (the “Agreement”), as follows: 1. The term of the Agreement and your employment by C |
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| May 5, 2010 |
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 May 5, 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 |
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| May 5, 2010 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| May 5, 2010 |
Crown Media Holdings Announces Operating Results for First Quarter of 2010 0; EXHIBIT 99.1 Crown Media Holdings Announces Operating Results for First Quarter of 2010 STUDIO CITY, CA – May 5, 2010 - - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the quarter ended March 31, 2010. Operating Highlights · Partnership with Martha Stewart Living Omnimedia. During the quarter the Company entered into several agreements with Martha Stewart Liv |
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| May 5, 2010 |
Exhibit 10.9 H C CROWN CORP 103 Foulk Road, Suite 214 Wilmington, DE 19803 (302) 654-7584 Fax (302) 652-8667 March 19, 2010 Crown Media Holdings, Inc. 12700 Ventura Boulevard Studio City, California 91604 Attention: Chief Executive Officer Crown Media Holdings, Inc. 12700 Ventura Boulevard Studio City, California 91604 Attention: Chief Financial Officer Crown Media Holdings, Inc. 12700 Ventura Bou |
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| May 5, 2010 |
INTERCOMPANY SERVICES AMENDMENT AGREEMENT Exhibit 10.10 INTERCOMPANY SERVICES AMENDMENT AGREEMENT This Amendment and Extension Agreement dated as of May 1, 2010 is by and between Hallmark Cards, Incorporated (“Hallmark”) and Crown Media Holdings, Inc. (Crown Holdings”). WHEREAS, Crown Holdings and Hallmark have previously entered into that certain Intercompany Services Agreement between the parties dated as of December 23, 2002 as subsequ |
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| April 30, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 00 |
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| April 26, 2010 |
Amy L. Bowler Phone (303) 290-1086 Fax (303) 713-6305 [email protected] April 26, 2010 Larry Spirgel Assistant Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Crown Media Holdings, Inc. Preliminary Information Statement on Schedule 14C Filed March 29, 2010 File No. 0-30700 Dear Mr. Spirgel: This letter responds to t |
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| April 26, 2010 |
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 April 22, 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 Fi |
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| March 29, 2010 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ý Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement CROWN MEDIA HOLDINGS, INC. |
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| March 19, 2010 |
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 March 18, 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 Fi |
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| March 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-30700 Crown Me |
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| March 4, 2010 |
EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT NAME JURISDICTION OF FORMATION CM Intermediary, LLC Delaware Crown Media United States, LLC Delaware Citi TeeVee, LLC Delaware Doone City Pictures, LLC Delaware |
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| March 4, 2010 |
INTERCOMPANY SERVICES EXTENSION AGREEMENT Exhibit 10.58 INTERCOMPANY SERVICES EXTENSION AGREEMENT This Amendment and Extension Agreement dated as of January 1, 2010 is by and between Hallmark Cards, Incorporated (“Hallmark”) and Crown Media Holdings, Inc. (Crown Holdings”). WHEREAS, Crown Holdings and Hallmark have previously entered into that certain Intercompany Services Agreement between the parties dated as of December 23, 2002 as ext |
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| March 4, 2010 |
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 March 4, 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 Fil |
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| March 4, 2010 |
TRADEMARK LICENSE WAIVER AGREEMENT Exhibit 10.46 TRADEMARK LICENSE WAIVER AGREEMENT This Waiver Agreement, dated as of March 3, 2010, is by and between Hallmark Licensing, Inc. (?Hallmark Licensing?) and Crown Media United States, LLC (?Crown Media?). WHEREAS, Crown Media and Hallmark Licensing have previously entered into that certain (1) Amended and Restated Trademark License Agreement between the parties dated as of March 27, 20 |
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| March 4, 2010 |
Crown Media Holdings Announces Operating Results for Fourth Quarter of 2009 Exhibit 99.1 Crown Media Holdings Announces Operating Results for Fourth Quarter of 2009 STUDIO CITY, CA – March 4, 2010 - Crown Media Holdings, Inc. (NASDAQ:CRWN) today reported its operating results for the quarter and year ended December 31, 2009. Operating Highlights · Popular holiday programming. Hallmark Channel had a strong fourth quarter in terms of ratings and finished 2009 in the top ten |
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| March 4, 2010 |
Exhibit 10.26 AMENDMENT NO. 16 dated as of March 2, 2010 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as amended by Amendments 1 through 15 thereto, dated as of December 14, 2001, December 31, 2001, March 29, 2002, May 14, 2002, February 5, 2003, August 4, 2003, October 28, 2004, March 1, 2005, March 21, 2006, April 28, 2006, December 8, 200 |
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| March 2, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d−101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13-d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13-d-2(a) (Amendment No. 1)* Crown Media Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 228411104 (CUSIP Number) Salvatore Muoio S. Muoio |
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| March 1, 2010 |
Crown Media Holdings Enters Into Agreement For Exhibit 99.1 Crown Media Holdings Enters Into Agreement For Recapitalization STUDIO CITY, CA – March 1, 2010 - Crown Media Holdings, Inc. (NASDAQ: CRWN), owner and operator of Hallmark Channel and Hallmark Movie Channel, today announced that the Company has approved and executed definitive agreements relating to a recapitalization of the Company. On February 9, 2010, the Special Committee of the B |
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| March 1, 2010 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CROWN MEDIA HOLDINGS, INC. Exhibit 3.3 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CROWN MEDIA HOLDINGS, INC. Crown Media Holdings, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY that: 1. The name of the Corporation is Crown Media Holdings Inc. 2. The original Certifi |
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| March 1, 2010 |
CROWN MEDIA HOLDINGS, INC. STOCKHOLDERS AGREEMENT Exhibit 4.1 CROWN MEDIA HOLDINGS, INC. STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], 2010, is by and among H C Crown Corp., a Delaware corporation (“HCC”), Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark Cards” and, together with HCC, “Hallmark”), and Crown Media Holdings, Inc., a Delaware corporation (the “Company”). R E C I T A L S WHEREA |
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| March 1, 2010 |
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. 12) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class o |
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| March 1, 2010 |
AGREEMENT AND PLAN OF MERGER CROWN MEDIA HOLDINGS, INC. HALLMARK ENTERTAINMENT HOLDINGS, INC. Exhibit 2.2 AGREEMENT AND PLAN OF MERGER OF CROWN MEDIA HOLDINGS, INC. AND HALLMARK ENTERTAINMENT HOLDINGS, INC. AGREEMENT AND PLAN OF MERGER (this "Merger Agreement"), dated as of February 26, 2010, between Crown Media Holdings, Inc., a Delaware corporation ("Crown"), and Hallmark Entertainment Holdings, Inc., a Delaware corporation ("HEH"), pursuant to Section 251 of the Delaware General Corpora |
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| March 1, 2010 |
CROWN MEDIA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT Exhibit 4.2 CROWN MEDIA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2010 (the “Agreement”), among H C Crown Corp., a Delaware corporation (“HCC”), any Other HEIC Stockholder that executes a Joinder (each, a “Joinder Party”) and Crown Media Holdings, Inc., a Delaware corporation (the “Company”). R E C I T A L S WHEREAS, HCC and the Company are partie |
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| March 1, 2010 |
Exhibit 3.2 CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES, QUALIFICATIONS, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF CROWN MEDIA HOLDINGS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors of Crown Media Hol |
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| March 1, 2010 |
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 26, 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 |
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| March 1, 2010 |
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 |
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| March 1, 2010 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CROWN MEDIA HOLDINGS, INC. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CROWN MEDIA HOLDINGS, INC. Crown Media Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that: 1. The name of the Corporation is Crown Media Holdings Inc. 2. The original Certif |
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| March 1, 2010 |
AMENDMENT NO. 2 FEDERAL INCOME TAX SHARING AGREEMENT EXHIBIT 10.3 AMENDMENT NO. 2 TO FEDERAL INCOME TAX SHARING AGREEMENT THIS AMENDMENT NO. 2 ( “Amendment No. 2”), dated as of [ ], 2010 and effective for tax periods beginning on or after January 1, 2010, is to the Federal Income Tax Sharing Agreement (the “Agreement”), effective March 11, 2003, between Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark”) and Crown Media Holdings, Inc. |
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| March 1, 2010 |
0; 0; Exhibit10.1 CROWN MEDIA HOLDINGS, INC. MASTER RECAPITALIZATION AGREEMENT by and among HALLMARK CARDS, INCORPORATED, H C CROWN CORP., HALLMARK ENTERTAINMENT HOLDINGS, INC., CROWN MEDIA HOLDINGS, INC., CROWN MEDIA UNITED STATES, LLC, and THE SUBSIDIARIES OF CROWN MEDIA HOLDINGS, INC. LISTED AS GUARANTORS ON THE CREDIT FACILITY Dated as of February 26, 2010 TABLE OF CONTENTS ARTICLE I. DEFINI |
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| March 1, 2010 |
Exhibit 10.2 CREDIT AGREEMENT DATED AS OF [ ], 2010 AMONG CROWN MEDIA HOLDINGS, INC. AS BORROWER AND HC CROWN CORP., AS LENDER AND EACH OF THE CREDIT PARTIES IDENTIFIED ON THE SIGNATURE PAGES HERETO 5258558.25 TABLE OF CONTENTS Page 1. DEFINITIONS [INSERT PAGE NUMBER] 2. THE LOANS [INSERT PAGE NUMBER] Section 2.1 The Term A Loan [INSERT PAGE NUMBER] Section 2.2 The Term B Loan [INSERT PAGE NUMBER] |
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| March 1, 2010 |
AGREEMENT AND PLAN OF MERGER CROWN MEDIA HOLDINGS, INC. HALLMARK ENTERTAINMENT INVESTMENTS CO. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER OF CROWN MEDIA HOLDINGS, INC. AND HALLMARK ENTERTAINMENT INVESTMENTS CO. AGREEMENT AND PLAN OF MERGER (this "Merger Agreement"), dated as of February 26, 2010, between Crown Media Holdings, Inc., a Delaware corporation ("Crown"), and Hallmark Entertainment Investments Co., a Delaware corporation ("HEIC"), pursuant to Section 251 of the Delaware General Corp |
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| February 10, 2010 |
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. 11) CROWN MEDIA HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class o |
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| February 10, 2010 |
Recapitalization Term Sheet This Recapitalization Term Sheet (this “Term Sheet”), dated February 9, 2010, between the special committee of Crown’s Board of Directors and H C Crown Corp. |
