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. 8)
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
CKx, Inc.
650 Madison Avenue
New York, New York 10022
Telephone: (212) 838-3100
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David E. Shapiro
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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Michael A. Woronoff
Proskauer Rose LLP
2049 Century Park East, Suite 3200
Los Angeles, California 90067-3206
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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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.
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b. The filing of a registration statement under the Securities Act of 1933.
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c. A tender offer.
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d. 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:
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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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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. 8 (this “
Amendment No. 8
”) 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, Amendment No. 6 filed with
the SEC on June 13, 2011 and Amendment No. 7 filed with the SEC
on June 16, 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, Amendment No. 7 filed with the SEC on
June 16, 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. 8 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 subsequent offering period of the Offer expired at 5:00 p.m., New York City time, on
Monday, June 20, 2011. According to the Depositary, as of the expiration of the subsequent offering
period, a total of approximately 54,744,278 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
79.7% of all issued and outstanding Common Shares. 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.
Pursuant to the terms of the Merger Agreement, Merger Sub is exercising its option (the
“Top-Up Option”) to purchase, at the Offer Price, a number of newly issued Common Shares (the
“Top-Up Shares”) equal to the lowest number of Common Shares that, when added to the number of
Common Shares owned by Parent and Offeror, 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, immediately prior to the exercise of the Top-Up Option, including all
Common Shares validly tendered and not properly withdrawn in the Offer, constitutes one Common
Share more than 90% of the total number of Common Shares that would be outstanding on a fully
diluted basis immediately after the issuance of Common Shares pursuant to the Top-Up Option. The
closing of the purchase by Merger Sub of the Top-Up Shares (the “Top-Up Option Closing”) is
scheduled to occur on June 21, 2011.
Following the Top-Up Option Closing, Parent intends to effect the Merger on June 21, 2011 in
accordance with the short-form merger provisions of the DGCL, without prior notice to, or any
action by, any CKx stockholder other than Merger Sub.
On June 21, 2011, Offeror and CKx issued a joint press release announcing the completion of
the subsequent offering period and Offeror’s exercise of the Top-Up Option. The full text of the joint press release issued
by Offeror and CKx is filed as Exhibit (a)(5)(L) hereto and is incorporated herein by reference.
On June 16, 2011, Parent changed its name to “CKX Entertainment, Inc.,” UK Holdco changed its
name to “CKX Entertainment UK Limited,” and Offeror changed its name to “CKX Entertainment Offeror,
LLC.”
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. 8, which is hereby incorporated by reference into Item 4
of the Schedule 13E-3.