-----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, VlSctBMXVIPGr6yfLCLMjDjpo87oBBTNU3+E3yPSqhNpgtK0KsTeQjX4HLkw9riy bEuPdlMllNJkhh7FVEdumA== 0000911420-05-000145.txt : 20050407 0000911420-05-000145.hdr.sgml : 20050407 20050407145623 ACCESSION NUMBER: 0000911420-05-000145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050406 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050407 DATE AS OF CHANGE: 20050407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CKX, Inc. CENTRAL INDEX KEY: 0000793044 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 270118168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17436 FILM NUMBER: 05739092 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383100 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS ENTERTAINMENT ENTERPRISES INC DATE OF NAME CHANGE: 19990727 FORMER COMPANY: FORMER CONFORMED NAME: LAS VEGAS DISCOUNT GOLF & TENNIS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LAGUNA CAPITAL CORP DATE OF NAME CHANGE: 19890123 8-K 1 d1041167.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report(Date of earliest event reported): APRIL 6, 2005 CKX, INC. (Exact name of registrant as specified in charter) DELAWARE 0-17436 27-0118168 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 650 MADISON AVENUE 10022 NEW YORK, NEW YORK (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (212) 838-3100 -------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CURRENT REPORT ON FORM 8-K CKX, INC. APRIL 7, 2005 ITEM 4.1 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS As described in the Current Report on Form 8-K filed by CKX, Inc. (formerly Sports Entertainment Enterprises, Inc.) (the "Company") on February 8, 2005, the Company recently underwent significant changes including a change in control and the acquisition of material new assets and operations. In connection with these recent developments, on April 6, 2005, Piercy Bowler Taylor & Kern, the independent public accountants that were previously engaged as the principal accountants to audit the Company's financial statements were replaced by Deloitte & Touche LLP as the Company's principal accountants. The reports of Piercy Bowler Taylor & Kern on the Company's financial statements for the past two fiscal years have not (i) contained an adverse opinion or a disclaimer of opinion, nor (ii) been qualified or modified as to audit scope or accounting principles. However, the report of Piercy Bowler Taylor & Kern on the financial statements of the Company for the year ended December 31, 2003 was modified as to uncertainty of the Company's ability to continue as a going concern. In connection with the Company's financial statements for the fiscal years ended December 31, 2004 and 2003, and in the subsequent interim periods, there were no disagreements between the Company and Piercy Bowler Taylor & Kern on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Piercy Bowler Taylor & Kern would have caused Piercy Bowler Taylor & Kern to make reference to the subject matter of the disagreement(s) in connection with its report on the Company's financial statements. The Company requested that Piercy Bowler Taylor & Kern furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. Piercy Bowler Taylor & Kern's letter is attached to this Current Report on Form 8-K as Exhibit 16.1. On April 6, 2005, the Company approved Deloitte & Touche LLP as the Company's new principal accountants to audit the Company's financial statements. The decision to change accountants was recommended and approved by the Company's Audit Committee and Board of Directors. The Board of Directors has appointed Deloitte & Touche LLP as the Company's principal accountants for the fiscal year ending December 31, 2005. On February 7, 2005, the Company acquired from The Promenade Trust a controlling interest in the entities which own and/or control the commercial utilization of the name, image and likeness of Elvis Presley, the operation of the Graceland museum and related attractions, as well as revenue derived from Elvis Presley's television specials, films and certain of his recorded musical works (the "Presley Business"). Deloitte & Touche LLP audited on behalf of The Promenade Trust the Presley Business' combined statements of net assets, as of September 30, 2004 and December 31, 2003 and 2002, and the related combined statements of operations and royalty income and net assets and cash flows for the nine month period ended September 30, 2004, and for each of the three years ended December 31, 2003. The Company discussed with Deloitte & Touche LLP its concurrence with the Company's accounting treatment of its acquisition of the Presley Business. During the Company's two most recent fiscal years and subsequent interim periods prior to the engagement of Deloitte & Touche LLP, the Company did not, nor did anyone on the Company's behalf, consult Deloitte & Touche LLP regarding either (A) the application of accounting principles to any other specific completed or proposed transaction, or the type of audit opinion that might be rendered on the Company's financial statements as to which a written report or oral advice was provided to the Company that was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (B) any matter that was the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K) between the Company and Piercy Bowler Taylor & Kern, or an event identified in response to paragraph 304(a)(1)(v) of Regulation S-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following Exhibits are attached to this Current Report on Form 8-K: Exhibit No. Description - ----------- ----------- 16.1 Letter Regarding Change In Accountants SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CKX, INC. BY: /s/ Thomas P. Benson --------------------------------- Name: Thomas P. Benson Title: Chief Financial Officer and Executive Vice President DATE: April 7, 2005 INDEX TO EXHIBITS Exhibit No. Description - ---------- ------------ 16.1 Letter Regarding Change In Accountants EX-16.1 2 e1041167.txt LETTER REGARDING CHANGE IN ACCOUNTANTS EXHIBIT 16.1 April 7, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by CKX, Inc. (the "Company"), which we understand will be filed with the Commission, pursuant to Item 4.1 of Form 8-K, as part of the Company's Current Report on Form 8-K dated April 6, 2005, a copy of which is attached. We agree with the statements concerning our firm in such Form 8-K and agree to the filing of this letter as Exhibit 16.1 to the Form 8-K. Very truly yours, /s/ Piercy Bowler Taylor & Kern - ------------------------------- Piercy Bowler Taylor & Kern -----END PRIVACY-ENHANCED MESSAGE-----