- Amended Statement of Ownership: Private Transaction (SC 13E3/A)

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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. 7)

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)

Howard J. Tytel CKx, Inc. 650 Madison Avenue New York, New York 10022 Telephone: [phone]		David E. Shapiro Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 [phone]
Michael A. Woronoff Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067-3206 Telephone: [phone]

(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):

o		a. 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.
o		b. The filing of a registration statement under the Securities Act of 1933.
þ		c. A tender offer.
o		d. None of the above.
		Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o
		Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

	Transaction Value(1)			Amount of Filing Fee(2)
	$511,409,101.50			$59,375.00

(1)		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.
(2)		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.
þ		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.

Amount Previously Paid:		$59,375
Form or Registration No.:		Schedule TO-T
Filing Party:		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
Date Filed:		May 17, 2011

 

 

 

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Item 1: Exhibits

Item 4: Exhibits

Item 15: Exhibits

Item 16: Exhibits

SIGNATURE

 

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     This Amendment No. 7 (this “ Amendment No. 7 ”) 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, Amendment No. 5 filed with the SEC on June 10, 2011 and Amendment No. 6 filed with the SEC on June 13, 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, Amendment No. 5 filed with the SEC on June 9, 2011 and Amendment No. 6 filed with the SEC on June 16, 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, Amendment No. 6 filed with the SEC on June 13, 2011 and Amendment No. 7 filed with the SEC on June 16, 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 1: Summary Term Sheet

Regulation M-A Item 1001

Item 1 of the Schedule 13E-3 is hereby amended and supplemented by adding the following text at the end thereof:

“The initial period of the Offer expired at 12:00 midnight, New York City time, on Wednesday, June 15, 2011. According to the Depositary, as of the expiration of the Offer, a total of approximately 50,819,769 Common Shares were validly tendered and not properly withdrawn in the Offer (including Common Shares tendered through a Notice of Guaranteed Delivery), which, together with the Sillerman Shares held in a voting trust in accordance with, or otherwise subject to voting arrangements consistent with, the Sillerman Support Agreement, represent approximately 75.5% of all outstanding Common Shares on a fully-diluted basis. Additional Common Shares were tendered through Notices of Guaranteed Delivery. Offeror has accepted for payment all Common Shares that were validly tendered and not properly withdrawn in the Offer, and payment for such Common Shares will be made promptly, in accordance with the terms of the Offer.

On June 16, 2011, Offeror and CKx issued a joint press release announcing the results of the Offer and that Offeror has commenced a subsequent offering period for all remaining untendered Common Shares expiring at 5:00 p.m., New York City time, on Monday, June 20, 2011. Offeror will immediately accept for payment all Common Shares validly tendered during the subsequent offering period, and payment will be made promptly after acceptance, in accordance with the terms of the Offer. Holders of Common Shares that tender during the subsequent offering period will receive the same Offer Price paid during the initial offering period. The procedures for accepting the Offer and tendering Common Shares during the subsequent offering period are the same as those described for the Offer in the Offer to Purchase, except that no withdrawal rights will apply to Common Shares tendered during the subsequent offering period and no withdrawal rights will apply during the subsequent offering period with respect to Common Shares tendered in the initial offering period and accepted for payment.

The full text of the joint press release issued by Offeror and CKx is filed as Exhibit (a)(5)(K) hereto and is incorporated herein by reference.”

Item 4: Terms of the Transactions

Regulation M-A Item 1004

     Item 4 of the Schedule 13E-3 is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 7, which is hereby incorporated by reference into Item 4 of the Schedule 13E-3.

Item 15: Additional Information

Regulation M-A Item 1011

 

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     Item 15 of Item 13 of the Schedule 13E-3 is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 7, which is hereby incorporated by reference into Item 15 of the Schedule 13E-3.

Item 16: Exhibits

Regulation M-A Item 1016

     Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following exhibit:

     “(a)(5)(K) Joint Press Release issued by Colonel Offeror Sub, LLC and CKx, Inc. on June 16, 2011 (incorporated by reference to Exhibit 99.1 on the Form 8-K filed by CKx, Inc. on June 16, 2011).”

 

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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 16, 2011

	CKX, INC.
	By:	/s/ Kelly S. Pontano
		Name:	Kelly S. Pontano
		Title:	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 16, 2011

		THE PROMENADE TRUST
		By:		/s/ Barry Siegel   Name: Barry Siegel
				Title: Trustee, The Promenade Trust
				/s/ Priscilla Presley   Priscilla Presley