-----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, LdaZ1ostEza/MO1C5Dh9mI81UeaOqzOu/uXpes39sYT0TX3iaTAEKTp8gP48zshH aToGaW/WXZaBT/ZjYs+hQg== 0000911420-07-000544.txt : 20070720 0000911420-07-000544.hdr.sgml : 20070720 20070720193750 ACCESSION NUMBER: 0000911420-07-000544 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070601 FILED AS OF DATE: 20070720 DATE AS OF CHANGE: 20070720 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CKX, Inc. CENTRAL INDEX KEY: 0000793044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 270118168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILLERMAN ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17436 FILM NUMBER: 07992468 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 4 1 p238474154_ex.xml X0202 4 2007-06-01 0 0000793044 CKX, Inc. CKXE 0000940128 SILLERMAN ROBERT F X 650 MADISON AVENUE NEW YORK NY 10022 1 1 1 0 Chairman & CEO Common Stock, par value $0.01 per share 2007-07-18 4 G 0 3000000 0 D 34865478 D Option to buy Series B Convertible Preferred Stock(3) 15.30 2007-06-01 4 P 0 1491817 0 A Series B Convert. Preferred Stock, par value $0.01 per share 1491817 1491817 I see footnote Forward Contract (obligation to sell) 12.82 2007-07-18 4 S 0 1 38460000 D 2008-01-19 Common Stock, par value $0.01 per share 3000000 0 I see footnote Put (obligation to buy) 13.75 2007-07-18 4 P 0 3000000 41250000 A 2008-01-19 2008-01-19 Common Stock, par value $0.01 per share 3000000 3000000 I see foonote Mr. Sillerman transferred 3,000,000 shares of common stock of CKX, Inc. to the Tomorrow Foundation, a charity founded by Mr. Sillerman and Laura Baudo Sillerman, Mr. Sillerman's wife; Mr. Sillerman is a director of the Tomorrow Foundation. includes (i) 1,000,000 shares of Common Stock owned of record by Laura Baudo Sillerman, Mr. Sillerman's spouse, (ii) 6,135,704 shares of Common Stock owned of record by Sillerman Commercial Holdings Partnership L.P., in which Mr. Sillerman is the sole stockholder of the general partner; (iii) 2,556,392 shares of Common Stock owned of record by Sillerman Capital Holdings, L.P., a limited partnership owned by Mr. Sillerman and a trust for the benefit of Mr. Sillerman's descendants; (iv) 3,000,000 shares of Common Stock owned of record by the Tomorrow Foundation, a charity founded by Mr. Sillerman and Laura Baudo Sillerman of which Mr. Sillerman is a director; and (v) 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares Series B Convertible Preferred Stock of CKX, Inc. that are subject to an option agreement entered into by 19X, Inc., a Delaware corporation owned by Mr. Sillerman and Simon Fuller, and The Promenade Trust. 19X, Inc., a Delaware corporation wholly-owned by Simon Fuller and Robert F.X. Sillerman, entered into an agreement with The Promenade Trust on June 1, 2007 for an option to buy 1,491,817 shares of CKX Series B Convertible Preferred Stock, par value $0.01, currently owned by The Promenade Trust. The option must be exercised, if at all, no later than 15 days prior to the anticipated closing pursuant to the Agreement and Plan of Merger by and between CKX, Inc., 19X, Inc. and 19X Acquisition Corp, dated June 1, 2007. The closing is anticipated to occur in the fourth quarter of 2007. The 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. are convertible into shares of common stock of CKX, Inc. on a one-for-one basis. The Tomorrow Foundation entered into a forward contract with Bear Stearns International Limited ("Bear Stearns") on July 18, 2007 to sell 3,000,000 shares of common stock of CKX, Inc. to Bear Stearns. The prepayment date under the forward contract was July 20, 2007, and the settlement date is January 19, 2008. The Tomorrow Foundation entered into a put agreement on July 18, 2007 with Bear Stearns whereby it agreed to purchase 3,000,000 shares of common stock of CKX, Inc. from Bear Stearns. The expiration date is January 19, 2008. Does not include the 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. referred to in footnote (3) above. /s/ Robert F.X. Sillerman 2007-07-20 -----END PRIVACY-ENHANCED MESSAGE-----