##### Table of Contents



---

---

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A
(Amendment No. 1)

(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, 2001

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 Media Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |  | 84-1524410
(I.R.S. Employer Identification No.)

6430 S. Fiddlers Green Circle,
Suite 500,
Greenwood Village, Colorado 80111
(Address of Principal Executive Offices and Zip Code)

(303) 220-7990
(Registrants Telephone Number, Including Area Code)

(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report.)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes  [X]     No  [   ]

As of November 1, 2001, the number of shares of Class A Common Stock, $.01 par
value outstanding was 73,481,416, and the number of shares of Class B Common
Stock, $.01 par value, outstanding was 30,670,422.





---

TABLE OF CONTENTS



|                                              |                                           |  |  |  |  |  |  | 
|--------------------------------------------- | ----------------------------------------- |  |  |  |  |  |  | 
|PART II: OTHER INFORMATION                   
|                                              | ITEM 6. Exhibits and Reports and Form 8-K
|SIGNATURES                                   
|INDEX TO EXHIBITS                            
|EX-10.7.1 Stock Purchase Agreement           
|EX-10.7.2 Affiliation Agreement dated 8/20/01
|EX-10.7.3 Affiliation Agreement dated 3/6/00 
|EX-10.7.4 Letter with DIRECTV                



---



##### Table of Contents



Crown Media Holdings hereby amends its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2001, initially filed with the
Securities and Exchange Commission on November 13, 2001, by amending the
Exhibits contained in Part II: Other Information, Item 6. Exhibits and Reports
on Form 8-K, to include Exhibits 10.7.1 through 10.7.4 and file the same
herewith.




PART II: OTHER INFORMATION




ITEM 6.Exhibits and Reports on Form 8-K

(a)  The following are exhibits to this Report:

|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                               
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|3.1     |  | Amended and Restated Certificate of Incorporation (previously filed
as Exhibit 3.1 to our Registration Statement on Form S-1/A
(Amendment No. 2), Commission File No. 333-95573, and incorporated
herein by reference).                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|3.2     |  | Amendment to the Amended and Restated Certificate of Incorporation,
as filed with the State of Delaware on June 7, 2001 (previously
filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, and incorporated herein by
reference).                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|3.3     |  | Amended and Restated Bylaws (previously filed as Exhibit 3.2 to our
Registration Statement on Form S-1/A (Amendment No. 3), Commission
File No. 333-95573, and incorporated herein by reference).                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.1    |  | Credit, Security, Guaranty and Pledge Agreement, dated August 31,
2001, among Crown Media Holdings, Inc., its Subsidiaries named
herein, the Lenders named herein and The Chase Manhattan Bank as
administrative agent (previously filed as Exhibit 10.1 to our
Current Report on Form 8-K, dated September 28, 2001, and
incorporated herein by reference).                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.2    |  | Promissory Note, dated August 31, 2001, among Crown Media Holdings,
Inc., Crown Media International, Inc., Crown Media United States,
LLC, and HC Crown Corp. (previously filed as Exhibit 10.2 to our
Current Report on Form 8-K, dated September 28, 2001, and
incorporated herein by reference).                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.3    |  | Subordination and Support Agreement dated August 31, 2001, among
Crown Media Holdings, Inc., Hallmark Cards, Incorporated and The
Chase Manhattan Bank as agent for the Lenders and the Issuing Bank
referred to in the Credit Agreement (previously filed as Exhibit
10.3 to our Current Report on Form 8-K, dated September 28, 2001,
and incorporated herein by reference).
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.4    |  | Limited Guarantee Agreement and Acknowledgement, dated August 31,
2001, by Hallmark Cards, Incorporated in favor of The Chase
Manhattan Bank as agent on behalf of the Lenders and the Issuing
Bank (previously filed as Exhibit 10.4 to our Current Report on Form
8-K, dated September 28, 2001, and incorporated herein by
reference).                                     

2



---



##### Table of Contents



|       |  |                                                                                                                                                                                                                                                                                                                 
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5   |  | Hallmark Inducement Agreement dated August 31, 2001, between
Hallmark Entertainment, Inc. and The Chase Manhattan Bank in its
capacity as agent under the credit agreement (previously filed as
Exhibit 10.5 to our Current Report on Form 8-K, dated September 28,
2001, and incorporated herein by reference).
|       |  |                                                                                                                                                                                                                                                                                                                 
|10.6   |  | Second Amended and Restated Stockholders Agreement dated August 15,
2001, among Crown Media Holdings and certain stockholders
(previously filed as Exhibit 10.6 to our Quarterly Report on Form
10-Q, dated November 13, 2001, and incorporated herein by
reference).                                           
|       |  |                                                                                                                                                                                                                                                                                                                 
|10.7.1 |  | Stock Purchase Agreement, dated as of August 20, 2001, by and
between Crown Media Holdings, Inc. and DIRECTV Enterprises, Inc.*                                                                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                 
|10.7.2 |  | Affiliation Agreement for DBS Satellite Exhibition of Cable Network
Programming, dated as of August 20, 2001, by and between Crown Media
United States, LLC, and DIRECTV, Inc.*                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                 
|10.7.3 |  | Affiliation Agreement for DBS Satellite Exhibition of Cable Network
Programming, dated as of March 6, 2000, by and between Crown Media
United States, LLC, and DIRECTV, Inc.                                                                                                                                    
|       |  |                                                                                                                                                                                                                                                                                                                 
|10.7.4 |  | Letter, dated August 30, 2001, by and between DIRECTV, Inc. and
Crown Media Holdings, Inc.                                                                                                                                                                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                 
|10.8   |  | Employment Agreement, dated September 18, 2001, between
Crown Media Holdings, Inc. and David Evans (previously filed as
Exhibit 10.8 to our Quarterly Report on Form 10-Q, dated November
13, 2001, and incorporated herein by reference).                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                 
|99     |  |  Press Releases of Crown Media Holdings, Inc. dated August 21, 2001,
September 25, 2001, October 1, 2001, October 10, 2001, October 15,
2001, and October 25, 2001 (previously filed as Exhibit 99 to our
Quarterly Report on Form 10-Q, dated November 13, 2001, and
incorporated herein by reference).       

*     Portions omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.

3



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                      |  |                                                                                                                                                                   
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: January 7, 2002 |  | CROWN MEDIA HOLDINGS, INC                                                                                                                                         
|                     
|                     
|                     
|                      |  | /s/ DAVID J. EVANSDavid J. EvansPresident, Chief Executive Officer
and Director
Crown Media Holdings, Inc.
(Principal Executive Officer)                          
|                     
|Date: January 7, 2002 |  |                                                                                                                                                                   
|                     
|                      |  | /s/ WILLIAM J. ALIBERWilliam J. AliberExecutive Vice President and
Chief Financial Officer
Crown Media Holdings, Inc.
(Principal Financial and
Accounting Officer)

4



---



##### Table of Contents






INDEX TO EXHIBITS

|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                               
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|3.1     |  | Amended and Restated Certificate of Incorporation (previously filed
as Exhibit 3.1 to our Registration Statement on Form S-1/A
(Amendment No. 2), Commission File No. 333-95573, and incorporated
herein by reference).                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|3.2     |  | Amendment to the Amended and Restated Certificate of Incorporation,
as filed with the State of Delaware on June 7, 2001 (previously
filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, and incorporated herein by
reference).                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|3.3     |  | Amended and Restated Bylaws (previously filed as Exhibit 3.2 to our
Registration Statement on Form S-1/A (Amendment No. 3), Commission
File No. 333-95573, and incorporated herein by reference).                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.1    |  | Credit, Security, Guaranty and Pledge Agreement, dated August 31,
2001, among Crown Media Holdings, Inc., its Subsidiaries named
herein, the Lenders named herein and The Chase Manhattan Bank as
administrative agent (previously filed as Exhibit 10.1 to our
Current Report on Form 8-K, dated September 28, 2001, and
incorporated herein by reference).                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.2    |  | Promissory Note, dated August 31, 2001, among Crown Media Holdings,
Inc., Crown Media International, Inc., Crown Media United States,
LLC, and HC Crown Corp. (previously filed as Exhibit 10.2 to our
Current Report on Form 8-K, dated September 28, 2001, and
incorporated herein by reference).                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.3    |  | Subordination and Support Agreement dated August 31, 2001, among
Crown Media Holdings, Inc., Hallmark Cards, Incorporated and The
Chase Manhattan Bank as agent for the Lenders and the Issuing Bank
referred to in the Credit Agreement (previously filed as Exhibit
10.3 to our Current Report on Form 8-K, dated September 28, 2001,
and incorporated herein by reference).
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.4    |  | Limited Guarantee Agreement and Acknowledgement, dated August 31,
2001, by Hallmark Cards, Incorporated in favor of The Chase
Manhattan Bank as agent on behalf of the Lenders and the Issuing
Bank (previously filed as Exhibit 10.4 to our Current Report on Form
8-K, dated September 28, 2001, and incorporated herein by
reference).                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.5    |  | Hallmark Inducement Agreement dated August 31, 2001, between
Hallmark Entertainment, Inc. and The Chase Manhattan Bank in its
capacity as agent under the credit agreement (previously filed as
Exhibit 10.5 to our Current Report on Form 8-K, dated September 28,
2001, and incorporated herein by reference).                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.6    |  | Second Amended and Restated Stockholders Agreement dated August 15,
2001, among Crown Media Holdings and certain stockholders
(previously filed as Exhibit 10.6 to our Quarterly Report on Form
10-Q, dated November 13, 2001, and incorporated herein by
reference).                                                                                                         

5



---



##### Table of Contents



|       |  |                                                                                                                                                                                                                                                                                                          
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7.1 |  | Stock Purchase Agreement, dated as of August 20, 2001, by and
between Crown Media Holdings, Inc. and DIRECTV Enterprises, Inc.*                                                                                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                                          
|10.7.2 |  | Affiliation Agreement for DBS Satellite Exhibition of Cable Network
Programming, dated as of August 20, 2001, by and between Crown Media
United States, LLC, and DIRECTV, Inc.*                                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                                          
|10.7.3 |  | Affiliation Agreement for DBS Satellite Exhibition of Cable Network
Programming, dated as of March 6, 2000, by and between Crown Media
United States, LLC, and DIRECTV, Inc.                                                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                          
|10.7.4 |  | Letter, dated August 30, 2001, by and between DIRECTV, Inc. and
Crown Media Holdings, Inc.                                                                                                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                          
|10.8   |  | Employment Agreement, dated September 18, 2001, between
Crown Media Holdings, Inc. and David Evans (previously filed as
Exhibit 10.8 to our Quarterly Report on Form 10-Q, dated November
13, 2001, and incorporated herein by reference).                                                               
|       |  |                                                                                                                                                                                                                                                                                                          
|99     |  |  Press Releases of Crown Media Holdings, Inc. dated August 21, 2001,
September 25, 2001, October 1, 2001, October 10, 2001, October 15,
2001,
and October 25, 2001 (previously filed as Exhibit 99 to our
Quarterly Report on Form 10-Q, dated November 13, 2001, and
incorporated herein by reference).

*     Portions omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.

6