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. 5)
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
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
b.
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The filing of a registration statement under the Securities Act of 1933.
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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:
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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. 5
(this “
Amendment No. 5
”) 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, and Amendment No. 4 filed with the SEC
on June 9, 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 and Amendment No. 5 filed with the SEC on
June 8, 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 7:
Purposes, Alternatives, Reasons and Effects
Item 7 of the Schedule 13E-3 is hereby amended and supplemented by as follows:
The paragraph thereunder that begins “As of June 7, 2011, Ms. Priscilla Presley’s direct
interest” is deleted in its entirety and replaced with the following paragraph:
As of June 7, 2011, Ms. Priscilla
Presley’s direct interest in the net book value and net loss of CKx, as a result of holding 6,000 Common Shares, was $16,948
and $998, respectively (approximately 0.01%), and the Trust’s direct interest in the net book value and net loss of CKx, as a result of
holding all outstanding Preferred Shares, was $4.2 million and $0.25 million, respectively (1.58%) (calculated on an as converted
basis assuming use of the same conversion rate of one Common Share for each Preferred Share as
currently applicable to the Preferred Shares of CKx held by the Trust). Following the Offer, Ms.
Presley’s and the Trust’s interest will remain unchanged. Following the consummation of the Merger,
(i) Ms. Presley’s Common Shares will be cancelled and converted to the right to receive the same
price per Common Share as the Offer Price and she will have $0 interest in the net book value and
$0 interest in the net earnings or loss of CKx and (ii) the Trust’s indirect interest in the net
book value and net earnings or loss of CKx will be approximately 4.06% assuming that the Sillerman
Stockholders elect to roll over half of the Sillerman Shares in exchange for Parent Common Shares
in accordance with the Sillerman Support Agreement, assuming that the Trust exchanges 100% of its
Preferred Shares for Parent Preferred Shares pursuant to the Promenade Support Agreement and
assuming the conversion of Parent Preferred Shares held by the Trust to Parent Common Shares using
the same conversion rate of one Common Share for each Preferred Share as currently applicable to
the Preferred Shares of CKx held by the Trust. CKx’s net book value as of December 31, 2010 was
$266,863,000 and CKx’s net loss for the fiscal year ended December 31, 2010 was $15,716,000. Based
on the foregoing, assuming the Merger had been consummated in 2010, the interest of the Trust in
CKx’s net book value would have been $10.8 million, as of December 31, 2010 and their interest in
CKx’s net loss would have been $0.6 million, for the fiscal year ended December 31, 2010.
Item 7
of the Schedule 13E-3 is hereby further amended and supplemented by incorporating by
reference the information in the Offer to Purchase set forth under the caption SPECIAL
FACTORS—Section 10 (“Certain Effects of the Offer and the Merger”) as amended and supplemented
pursuant to Amendment No. 4 to the Schedule TO, which is hereby incorporated by reference into
Item 7 of the Schedule 13E-3.
The information incorporated into Item 7 of the Schedule 13E-3 by reference to the information
set forth in the Offer to Purchase under the caption SPECIAL FACTORS—Section 6 (“Position of
Parent, UK Holdco, Offeror, Merger Sub and Apollo Management Regarding the Fairness of the Offer
and the Merger”) is hereby amended and supplemented as set forth in Item 9 of Amendment No. 4 to
the Schedule TO, which is hereby incorporated by reference into Item 7 of the Schedule 13E-3.
The information incorporated into Item 7 of the Schedule 13E-3 by reference to the information
set forth in the Offer to Purchase under the caption SPECIAL FACTORS—Section 12 (“Interests of
CKx’s Directors and Executive Officers in the Offer and the Merger”) is hereby amended and
supplemented as set forth in Item 5 of Amendment No. 4 to the Schedule TO, which is hereby
incorporated by reference into Item 7 of the Schedule 13E-3.
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