- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
13 June 2011 - 8:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 6)
CKX, INC.
(Name of the Issuer)
CKX, INC.
THE PROMENADE TRUST
PRISCILLA PRESLEY
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
12562M106
(CUSIP Number of Class of Securities)
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Howard J. Tytel
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David E. Shapiro
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CKx, Inc.
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Wachtell, Lipton, Rosen & Katz
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650 Madison Avenue
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51 West 52nd Street
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New York, New York 10022
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New York, New York 10019
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Telephone: (212) 838-3100
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(212) 403-1000
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Michael A. Woronoff
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Proskauer Rose LLP
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2049 Century Park East, Suite 3200
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Los Angeles, California 90067-3206
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Telephone: (310) 284-4550
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
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o
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a.
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The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the Securities Act of 1933.
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þ
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c.
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A tender offer.
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o
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
o
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Check the following box if the filing is a final amendment reporting the results of the transaction:
o
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Calculation of Filing Fee
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Transaction Value(1)
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Amount of Filing Fee(2)
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$511,409,101.50
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$59,375.00
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(1)
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Calculated solely for purposes of
determining the filing fee. The
calculation assumes the purchase of
92,613,473 shares of common stock, par
value $0.01 per share, at $5.50 per
share. The transaction value also
includes the aggregate offer price for
370,000 shares of common stock
estimated to be issuable pursuant to
outstanding options with an exercise
price less than $5.50 per share, which
is calculated by multiplying the
number of shares underlying such
outstanding options by an amount equal
to $5.50 minus the weighted average
exercise price of such options.
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(2)
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The amount of the filing fee is
calculated in accordance with Fee Rate
Advisory #5 for Fiscal Year 2011
issued by the SEC, effective December
27, 2010, by multiplying the
Transaction Value by 0.00011610.
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þ
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Check the box if any part of the fee
is offset as provided by Rule
0-11(a)(2) and identify the filing
with which the offsetting fee was
previously paid. Identify the previous
filing by registration statement
number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid:
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$59,375
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Form or Registration No.:
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Schedule TO-T
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Filing Party:
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Colonel Holdings, Inc., Colonel UK
Holdings Limited, Colonel Offeror Sub, LLC, Colonel Merger Sub, Inc.,
Apollo Management VII, L.P., CKx, Inc., Robert F.X. Sillerman, Sillerman Capital Holdings, L.P., Laura Sillerman, The Promenade Trust and Priscilla Presley
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Date Filed:
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May 17, 2011
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This Amendment No. 6 (this
Amendment No. 6
) amends and supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3, filed on May 20, 2011 with the Securities and Exchange
Commission (the
SEC
) by CKx, Inc., a Delaware corporation and the issuer of common stock
that is subject to the transaction, The Promenade Trust and Priscilla Presley as amended by
Amendment No. 1 filed with the SEC on May 23, 2011, Amendment No. 2 filed with the SEC on June 2,
2011, Amendment No. 3 filed with the SEC on June 7, 2011, Amendment No. 4 filed with the SEC on
June 9, 2011 and Amendment No. 5 filed with the SEC on June 10, 2011 (as previously amended, the
Schedule 13E-3
), relating to the tender offer by Colonel Offeror Sub, LLC, a Delaware
corporation (
Offeror
), to purchase all of the outstanding shares of Common Stock, par
value $0.01 per share, of the Company (the
Common Shares
and each a
Common
Share
) for $5.50 per Common Share, payable net to the seller in cash without interest thereon,
less any applicable withholding taxes. The Offer is on the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 17, 2011 and in the related letter of transmittal,
contained in the Tender Offer Statement on Schedule TO initially filed by Colonel Holdings, Inc.,
Colonel UK Holdings Limited, Offeror, Colonel Merger Sub, Inc. and Apollo Management VII, L.P. and
the Company, Robert F.X. Sillerman, Sillerman Capital Holdings, L.P., Laura Sillerman, The
Promenade Trust and Priscilla Presley with the SEC on May 17, 2011 as amended by Amendment No. 1
filed with the SEC on May 24, 2011, Amendment No. 2 filed with the SEC on June 1, 2011, Amendment
No. 3 filed with the SEC on June 3, 2011, Amendment No. 4 filed with the SEC on June 7, 2011 and
Amendment No. 5 filed with the SEC on June 9, 2011. In connection with the Offer to Purchase, the
Company filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC on May 18,
2011 as amended by Amendment No. 1 filed with the SEC on May 23, 2011, Amendment No. 2 filed with
the SEC on June 1, 2011, Amendment No. 3 filed with the SEC on June 2, 2011, Amendment No. 4 filed
with the SEC on June 7, 2011, Amendment No. 5 filed with the SEC on June 8, 2011 and Amendment No.
6 filed with the SEC on June 13, 2011 (as amended, the
Schedule 14D-9
).
The information set forth in the Schedule 14D-9 is expressly incorporated herein by reference
only to the extent such information is required in response to the items of this Schedule 13E-3.
Except as specifically set forth herein, the Schedule 13E-3 remains unchanged. Capitalized terms
used but not defined in this Amendment No. 5 have the meanings ascribed to them in the Schedule
14D-9.
Item 16:
Exhibits
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by replacing Exhibit
(a)(2)(f) in its entirety with the following:
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Exhibit
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No.
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Description
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(a)(2)(F)
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Presentation of Gleacher & Company Securities, Inc., dated
May 9, 2011 (incorporated by reference to Exhibit (a)(2)(F)
of Amendment No. 6, filed by CKx, Inc. on June 13, 2011, to
the Schedule 14D-9).
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Certain portions of this document have been omitted
pursuant to a confidential treatment request.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated:
June 13, 2011
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CKX, INC.
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By:
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/s/ Kelly S. Pontano
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Name:
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Kelly S. Pontano
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Title:
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Senior Counsel & Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated:
June 13, 2011
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THE PROMENADE TRUST
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By:
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/s/
Barry Siegel
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Name:
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Barry Siegel
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Title:
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Trustee, The Promenade Trust
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/s/
Priscilla Presley
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Priscilla Presley
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