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As a result of the Merger, all of the shares of Crown Class A common stock, ∽GCL), pursuant to which a newly-formed Delaware corporate subsidiary of Hallmark would merge with and into Crown, with Crown as the surviving corporation. Statement on Schedule 13E-3 (this Schedule 13E-3) is being filed in connection with a potential short-form merger (the Merger) under Section 253 of the General Corporation Law of the State of Delaware (the Listed on the cover of the Schedule 13E-3 above the caption Name of Person(s) Filing Statement, who are referred to herein as the ∿iling Persons on the fairness of the merger to you. (∼rown) and Hallmark Cards, Incorporated (Hallmark), how it affects you, what your rights are with respect to the merger as a stockholder of Crown, and the position of the persons Merger involving Crown Media Holdings, Inc. This summary and the remainder of this Transaction Statement on Schedule 13E-3 include information describing the going private Persons/Assets, Retained, Employed, Compensated or Used. Interest in Securities of the Subject Company. Source and Amounts of Funds or Other Consideration. Reports, Opinions, Appraisals, and Certain Negotiations. Purposes, Alternatives, Reasons, and Effects. Purpose of the Transaction and Plans or Proposals. Past Contacts, Transactions, Negotiations, and Agreements. Identity and Background of Filing Persons.
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SPECIAL FACTORSPURPOSES, ALTERNATIVES, REASONS AND EFFECTS OFĬERTAIN U.S. Statement number, or the Form or Schedule and the date of its filing.įiling Party: Hallmark Cards, Incorporated
TXT CROWN TMV REGISTRATION
Multiplying $175,691,621.00 by 0.0001007.Ĭheck box if any part of the fee is offset as provided by Rule 0-11(a)(2) under the Act and identify the filing with which the offsetting fee was paid previously. Identify the previous filing by registration The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, was calculated by Class A Common Stock outstanding as of March 10, 2016, less the 324,885,516 shares of Class A Common Stock beneficially owned by Hallmark Cards, Incorporated). Merger consideration of $5.05 by the 34,790,420 shares of Class A Common Stock held by persons other than those filing this Schedule 13E-3 (such 34,790,420 shares represent 359,675,936 shares, the total number of shares of Crown Media Holdings, The transaction value was calculated by multiplying the per share The filing of a registration statement under the Securities Act of 1933.Ĭheck the following box if the soliciting materials or information statement referred to in checking box (a) areĬheck the following box if the filing is a final amendment reporting theĬalculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. This statement is filed in connection with (check the appropriate box): RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)Ĭlass A Common Stock, Par Value $0.01 Per ShareĮxecutive Vice President and General CounselĪddress and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)ĮXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THISĭOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.