ION Media Networks, Inc.

0000950144-07-004140.txt : 20070502 0000950144-07-004140.hdr.sgml : 20070502 20070502172736 ACCESSION NUMBER: 0000950144-07-004140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070502 DATE AS OF CHANGE: 20070502 GROUP MEMBERS: NANCY ANNE ZIEGER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zeiger Steven Robert CENTRAL INDEX KEY: 0001396728 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 561-776-7405 MAIL ADDRESS: STREET 1: 14898 PALMWOOD ROAD CITY: PALM BEACH GARDENS STATE: FL ZIP: 33401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ION MEDIA NETWORKS INC. CENTRAL INDEX KEY: 0000923877 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 593212788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44331 FILM NUMBER: 07811934 BUSINESS ADDRESS: STREET 1: 601 CLEARWATER PK RD CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5616594122 MAIL ADDRESS: STREET 1: 601 CLEARWATER PK RD CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: PAXSON COMMUNICATIONS CORP DATE OF NAME CHANGE: 19940525 SC 13D/A 1 g07129sc13dza.htm ION MEDIA NETWORKS, INC. ION Media Networks, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

ION MEDIA NETWORKS, INC.

(Name of Issuer)

Class A Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)

46205A103
(CUSIP Number)

Daniel Lampert, Esq.
200 South Biscayne Boulevard, Suite 1000
Miami, Florida 33131
305-755-9500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 2, 2007
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 to Schedule 13D (this “Second Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 19, 2007 (the “Original Schedule 13D”), as amended on April 20, 2007, by Steven Robert Zeiger and Nancy Ann Zeiger, his wife (the “Reporting Persons”), with respect to shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), of ION Media Networks, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically amended and supplemented by this Second Amendment, all other provisions of the Original Schedule 13D, as previously amended, shall remain in full force and effect.

Item 4. Purpose Of Transaction.

Item 4 of the Original Schedule 13D, as previously amended, is hereby amended and supplemented by adding the following:

On May 2, 2007, the Reporting Persons, by and through their attorneys, submitted a letter (the “Second Recommendation Letter”) to the Board of Directors of the Issuer (the “Board”) setting forth certain reasons why the Board should accept the January 17, 2007 proposal put forth by NBC Universal, Inc. and Citadel Limited Partnership, as amended and modified to date and disclosed in public filings (most recently on April 30, 2007) (the “CNBC Proposal”), as opposed to the competing restructuring proposal made by the Ad Hoc Committee of certain preferred stockholders of the Issuer (the “Ad Hoc Proposal”) . The following is a summary of the reasons to accept the CNBC Proposal referenced in the Second Recommendation Letter (capitalized terms used in the following bullets but not otherwise defined shall have the meanings ascribed to such terms in the Second Recommendation Letter):

	•		The April 30 modifications to the CNBC Proposal substantially increase the consideration and reduce the risks presented to the Company. By increased interest coupons, enhanced conversion protections, addressing FCC risks and paying for the Company’s transactional costs, the April 30 modifications present a compelling proposal for the Company. By retaining the CNBC Proposal’s deadlines and clarifying their operation and effect, the April 30 letter requires the Company’s most urgent attention and prompt acceptance.

	•		For the reasons expressed in our letter of April 19 and re-emphasized and enhanced by the April 30 modifications, our client urges the Committee, Board and Company to accept the CNBC Proposal, complete the definitive documentation therefor, and consummate this transaction. The publicly available information leaves serious questions unanswered regarding the Ad Hoc Proposal’s means of executing the alternative transaction. In this context, the fiduciary responsibilities of the Committee and Board overwhelmingly dictate a decision in favor of the CNBC Proposal.

The foregoing description of the reasons set forth in the Second Recommendation Letter for the Board to accept the CNBC Proposal is not complete and is subject to the Second Recommendation Letter. A copy of the Second Recommendation Letter is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Except as set forth herein, in the Original Schedule 13D, as previously amended, and in the exhibits hereto and thereto, the Reporting Persons have no present plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of the form of Schedule 13D.

ITEM 7. Material to be Filed as Exhibits.


Exhibit		Description
99.3		Letter dated May 2, 2007, to the Board of Directors of ION Media Network, Inc., from attorney Daniel Lampert, Esq., of Berger Singerman, P.A., on behalf of Steven Robert Zeiger and Nancy Ann Zeiger, his wife.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.



May 2, 2007	/s/ Steven Robert Zeiger
	Steven Robert Zeiger



	/s/ Nancy Ann Zeiger
	Nancy Ann Zeiger

EX-99.3 2 g07129exv99w3.htm SECOND RECOMMENDATION LETTER Second Recommendation Letter

EXHIBIT 99.3 — SECOND RECOMMENDATION LETTER

[BERGER SINGERMAN LETTERHEAD]

May 2, 2007

Ion Media Networks, Inc.
601 Clearwater Park Road
West Palm Beach, FL 33401

Attention:
Board of Directors
Independent Committee of Board of Directors

Re:

Steven Zeiger (Ion Media Networks)

Gentlemen:

We refer to our letter to you of April 19, 2007 (capitalized terms defined in that letter are used herein with the same meanings) and write to address its topic and further its purpose: to urge the Board and Committee to accept the CNBC Proposal now.

We note that CNBC recently amended the CNBC Proposal yet again on April 30, 2007, yet again to sweeten the deal it offers the Company and its preferred stockholders. The April 30 letter also reiterates, in stronger terms, the urgency of the Company’s prompt response and acceptance of the CNBC Proposal.

The April 30 modifications to the CNBC Proposal substantially increase the consideration and reduce the risks presented to the Company. By increased interest coupons, enhanced conversion protections, addressing FCC risks and paying for the Company’s transactional costs, the April 30 modifications present a compelling proposal for the Company. By retaining the CNBC Proposal’s deadlines and clarifying their operation and effect, the April 30 letter requires the Company’s most urgent attention and prompt acceptance.

For the reasons expressed in our letter of April 19 and re-emphasized and enhanced by the April 30 modifications, our client urges the Committee, Board and Company to accept the CNBC Proposal, complete the definitive documentation therefor, and consummate this transaction. The publicly available information leaves serious questions unanswered regarding the Ad Hoc Proposal’s means of executing the alternative transaction. In this context, the fiduciary responsibilities of the Committee and Board overwhelmingly dictate a decision in favor of the CNBC Proposal.

Our clients expect and trust that the Committee and Board will properly and faithfully exercise their fiduciary responsibilities and obligations by accepting the CNBC Proposal before its deadline. In the event that the Committee and Board should fail to do so, the Company’s stockholders and other constituencies face ruinous losses and damages. Our clients must, and do hereby, reserve all of their rights arising from the failure to approve the CNBC proposal.

We fully expect that the Board and Independent Committee will faithfully and properly execute their fiduciary responsibilities and duties to approve the CNBC Proposal before its deadline, and look forward to the public announcement that they have done so.

Sincerely,

BERGER SINGERMAN

Daniel Lampert

DL:gb

cc: Steven and Nancy Zeiger