-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vj93PyWpkanoA1P21eL8U+HCMfIpvhFQfVL3UUaMguhEm0QqIg+HkJdF2wzwsuI7 RgVNCsquSyjJYgpmQ2EGMA== 0000947871-07-000530.txt : 20070411 0000947871-07-000530.hdr.sgml : 20070411 20070410192933 ACCESSION NUMBER: 0000947871-07-000530 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070411 DATE AS OF CHANGE: 20070410 GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: NATIONAL BROADCASTING COMPANY HOLDING, INC. GROUP MEMBERS: NBC PALM BEACH INVESTMENT I, INC. GROUP MEMBERS: NBC PALM BEACH INVESTMENT II, INC. GROUP MEMBERS: NBC UNIVERSAL, INC. 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: 07759884 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NBC Universal, Inc. CENTRAL INDEX KEY: 0000902739 IRS NUMBER: 141682529 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126644444 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL BROADCASTING CO INC DATE OF NAME CHANGE: 19930429 SC 13D/A 1 sc13da_041007-ionmedia.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

ION MEDIA NETWORKS, INC.

(Name of Issuer)

Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

704231109

(CUSIP Number)

Elizabeth A. Newell, Assistant Secretary

NBC Universal, Inc.

30 Rockefeller Plaza, New York, NY 10112

(212) 664-3307

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

April 10, 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. 7 to Schedule 13D (“Amendment No. 7”) amends the Schedule 13D filed on September 27, 1999 (the “Initial Schedule 13D”), as amended by Amendment No. 1 filed on February 14, 2003, Amendment No. 2 filed on November 9, 2005, Amendment No. 3 filed on January 18, 2007, Amendment No. 4 filed on February 23, 2007, Amendment No. 5 filed on March 15, 2007, and Amendment No. 6 filed on March 30, 2007 (together with the Initial Schedule 13D, the “Schedule 13D”), which relates to shares of Class A Common Stock (“Class A Common Stock”), par value $0.001 per share, of ION Media Networks, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following immediately after the last paragraph thereof:

“On April 10, 2007, NBCU and CLP entered into a letter agreement (the “LOI Amendment”) to amend the Letter of Intent that was entered into on January 17, 2007 and later amended on March 14, 2007 by extending the expiration date of the Exclusivity Period from May 7, 2007 to November 7, 2007. This description of the LOI Amendment is subject to the terms of the LOI Amendment, attached hereto as Exhibit 26 and incorporated herein by reference.

Except as set forth herein, in the Schedule 13D, 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.

Materials to be Filed as Exhibits.

Exhibit No.

Description

Exhibit 26

Letter Agreement, dated April 10, 2007, between NBC Universal, Inc. and Citadel Limited Partnership.

SIGNATURE

After reasonable 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.

	GENERAL ELECTRIC COMPANY


	By:	/s/ Lynn A. Calpeter
	Name:	Lynn A. Calpeter
	Title:	Authorized Signatory



	NATIONAL BROADCASTING COMPANY HOLDING, INC.


	By:	/s/ Lynn A. Calpeter
	Name:	Lynn A. Calpeter
	Title:	Authorized Signatory



	NBC UNIVERSAL, INC.


	By:	/s/ Lynn A. Calpeter
	Name:	Lynn A. Calpeter
	Title:	Executive Vice President and Chief Financial Officer



	NBC PALM BEACH INVESTMENT I, INC.


	By:	/s/ Lynn A. Calpeter
	Name:	Lynn A. Calpeter
	Title:	Vice President and Treasurer



	NBC PALM BEACH INVESTMENT II, INC.


	By:	/s/ Lynn A. Calpeter
	Name:	Lynn A. Calpeter
	Title:	Vice President and Treasurer

Dated: April 10, 2007

EXHIBIT INDEX

Exhibit No.	Description

Exhibit 26	Letter Agreement, dated April 10, 2007, between NBC Universal, Inc. and Citadel Limited Partnership.

EX-26 2 ex26_041007.htm LETTER AGREEMENT

EXHIBIT 26

April 10, 2007

NBC Universal, Inc.

30 Rockefeller Plaza

New York, New York 10112

Ladies and Gentlemen:

Reference is made to the letter of intent, dated as of January 17, 2007, amended on March 14, 2007 (as so amended, the “Letter of Intent”), by and between NBC Universal, Inc. (together with its Affiliates, “NBCU”) and Citadel Limited Partnership (together with its Affiliates, “CLP”). All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Letter of Intent.

NBCU and CLP hereby agree to amend Paragraph 2(a) of the Letter of Intent by deleting the date “May 7, 2007” and replacing it with “November 7, 2007.” Except as and to the extent expressly modified by this letter agreement, the Letter of Intent shall remain in full force and effect in all respects.

Please acknowledge your agreement to and acceptance of the terms of this letter agreement by signing in the space provided below.

Very truly yours,

CITADEL LIMITED PARTNERSHIP
By:	Citadel Investment Group, L.L.C.,
		its General Partner


By:	/s/ Matthew Hinerfeld
	Name:		Matthew Hinerfeld
	Title:		Managing Director & Deputy General Counsel

Agreed to and accepted
as of April 10, 2007:

NBC UNIVERSAL, INC.


By:	/s/ Bruce Campbell
	Name:	Bruce Campbell
	Title:	Executive Vice President, Business Development

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