DEFA14A

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): June 18, 2007

CKX, INC.

(Exact name of registrant as specified in charter)

Delaware	0-17436	27-0118168
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

650 Madison Avenue
New York, New York
(Address of principal
executive offices) 10022
(Zip Code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On June 18, 2007, CKX, Inc., a Delaware corporation (“CKX” or the “Company”) declared and transferred into trust for the benefit of its stockholders a dividend consisting of 25% of the common shares in FX Luxury Real Estate Inc., a Delaware corporation (“FXLRE Corp”), payable to CKX shareholders of record on the Record Date (as defined below).

As previously disclosed, on June 1, 2007 the Company acquired 50% of FX Luxury Realty LLC, a Delaware limited liability company engaged in the ownership and development of real estate-based projects (“FXLR”), for cash consideration of $100 million (the “FXLR Investment”). Under the terms of the purchase agreement governing the FXLR Investment (the “FXLR Investment Agreement”), the Company agreed to distribute one-half of its interests in FXLRE Corp (as successor to FXLR), representing 25% of the outstanding common stock thereof, to its stockholders through a registered distribution, on the basis of one share of FXLRE Corp for each CKX share held by such stockholders as of a to be determined record date. The shares of FXLRE Corp to be distributed to CKX stockholders will be acquired in exchange for the contribution of FXLR membership interests in the Reorganization (as defined below).

Though stockholders will not receive the shares in FXLRE Corp until the Payment Date (as defined below), the Company elected to immediately declare the dividend and transfer the corresponding equity to two trusts formed for the benefit of CKX stockholders, as more fully described below.

The Company has determined that the record date for the distribution will be the date that is ten (10) days following the date on which a registration statement with respect to the shares is declared effective by the Securities and Exchange Commission (the “SEC”), as further described below (the “Record Date”) and the payment date is expected to be ten (10) days following the Record Date (the “Payment Date”).

Prior to declaring the dividend, the Company formed two trusts:

• The CKX FXLR Stockholder Distribution Trust I (“Distribution Trust I”), formed to hold the dividend property for the benefit of certain named CKX executive officers who are stockholders of CKX pending distribution on the Payment Date; and

• The CKX FXLR Stockholder Distribution Trust II (“Distribution Trust II” and, together with Distribution Trust I, the “Distribution Trusts”), formed to hold the FXLR equity interests for the benefit of CKX stockholders as of the Record Date pending distribution on the Payment Date.

The Company formed two trusts, rather than one, to protect the treatment of the Reorganization (as defined below) as a tax-free contribution under Section 351 of the Internal Revenue Code. The terms of the two trusts are nearly identical and both were formed solely to hold the FXLR equity pending distribution to CKX stockholders on the Payment Date.

Upon declaration of the dividend, the Company made the following irrevocable assignments and transfers:

• the Company irrevocably transferred and assigned a 9.5 percent interest in FXLR to Distribution Trust I (the “FXLR Transfer”);

• the Company contributed a 15.5 percent interest in FXLR to FXLRE Corp in exchange for shares of FXLRE Corp (the “FXLRE Shares”) as step one in the previously disclosed plan to reorganize FXLR into a c-corp prior to the distribution of its equity interests to CKX stockholders (the “FXLRE Formation”); and

• the Company irrevocably transferred and assigned the FXLRE Shares to Distribution Trust II (the “FXLRE Corp Transfer”).

Following these transfers, CKX continues to own 25% of the outstanding common equity interests of FXLR, Distribution Trust I owns 9.5% of FXLR, FXLRE Corp owns 15.5% of FXLR and Flag Luxury Properties LLC (“FLP”) owns the remaining 50% of FXLR. FXLRE Corp is wholly-owned by Distribution Trust II. CKX no longer has any interest in or control over the equity transferred to the Distribution Trusts. The interests as between Distribution Trust I and FXLRE Corp are subject to adjustment to ensure pro rata distribution of the equity securities being distributed pursuant to the dividend once the total number of outstanding shares of CKX as of the Record Date is known.

The Distribution Trusts will hold the equity interests until the registration statement that FXLR plans to file with the SEC is declared effective by the SEC and the Record Date and Payment Dates occur. Just prior to the Payment Date, (a) each of the Company, FLP and Distribution Trust I will convert their interests in FXLR into shares of FXLRE Corp, and (b) the number of shares of FXLRE Corp held by each of the Distribution Trusts will be the number of shares necessary to distribute on the Payment Date one share of FXLRE Corp stock for each share of Company common stock held by CKX stockholders as of the Record Date (collectively with the FXLRE Formation, the “Reorganization”).

In order to effect the FXLR Transfer and FXLRE Corp Transfer to the Distribution Trusts, the Amended and Restated Limited Liability Company Operating Agreement of FXLR (the “FXLR Operating Agreement”) was amended to allow for Distribution Trust I and FXLRE Corp to become additional members of FXLR and to permit a reallocation of interests in FXLR held by Distribution Trust I and FXLRE Corp at the time of the Reorganization to ensure that, on the Payment Date, each CKX stockholder receives one share of FXLRE Corp for each share of CKX common stock held on the Record Date.

The FXLR Investment Agreement was also amended to reflect the fact that the Reorganization will occur in two steps and to permit a reallocation of interests in FXLR held by Distribution Trust I and FXLRE Corp at the time of the Reorganization to ensure that, on the Payment Date, each CKX stockholder receives one share of FXLRE Corp for each share of CKX common stock held on the Record Date

As previously disclosed by the Company, the distribution is intended to allow current CKX stockholders to share directly in the continued growth and exploitation of the existing Elvis Presley and Muhammad Ali intellectual property rights and assets, more specifically in the areas to be pursued by FXLRE Corp (as successor to FXLR) in accordance with the terms of the previously described license agreements between FXLR and affiliates of CKX.

About FXLR

FXLR owns a 50% interest in entities that own and control 17.72 contiguous acres of land located at the corner of Harmon and Las Vegas Boulevard in Las Vegas, Nevada (the “Park Central Properties”) and has entered into a binding agreement to acquire the other 50% of such entities. The acquisition of the remaining 50% of such entities, which will give FXLR 100% ownership and control of the Park Central Properties, is expected to close no later than July 29, 2007.

FXLR intends to evaluate and pursue a retail, hotel, commercial and residential development project on the Park Central Properties. In addition, FXLR will pursue similar real estate and attraction based projects throughout the world, including the development of one or more hotels near by or contiguous to the Graceland property in Memphis Tennessee.

In addition to its interest in the Park Central Properties and its plans with respect to a Graceland-based hotel, FXLR directly and through subsidiaries, holds 836,588 shares of common stock, par value $0.0001 per share (“Riv Shares”), in Riviera Holdings Corporation [AMEX:RIV], a company that owns and operates the Riviera Hotel & Casino in Las Vegas, Nevada (“Riviera”), as well as a 50% economic interest in an option to acquire an additional 1,147,550 Riv Shares at a price of $23 per share. On May 16, 2007, Riviera Acquisitions Holdings, a 57% owned subsidiary of FXLR, made an offer to acquire the remaining outstanding shares of Riviera at a price of $34 per share. The closing price of Riv Shares on the American Stock Exchange on June 15, 2007 was $37.16 per share.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Amendment No. 1 dated as of June 18, 2007 to Membership Interest Purchase Agreement, dated as of June 1, 2007, by and among FX Luxury Realty, LLC, CKX, Inc., and Flag Luxury Properties, LLC.
2.2	Amendment No. 1 dated as of June 18, 2007 to Repurchase Agreement, dated as of June 1, 2007, by and among FX Luxury Realty, LLC, CKX, Inc., Flag Luxury Properties, LLC, Robert F.X. Sillerman, Brett Torino and Paul C. Kanavos
99.1	Press Release dated June 19, 2007.

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/ Howard J. Tytel
Name:		Howard J. Tytel
Title:		Senior Executive Vice President

DATE: June 19, 2007

INDEX TO EXHIBITS

Exhibit No.	Description
2.1	Amendment No. 1 dated as of June 18, 2007 to Membership Interest Purchase Agreement, dated as of June 1 , 2007, by and among FX Luxury Realty, LLC, CKX, Inc., and Flag Luxury Properties, LLC.
2.2	Amendment No. 1 dated as of June 18, 2007 to Repurchase Agreement, dated as of June 1, 2007, by and among FX Luxury Realty, LLC, CKX, Inc., Flag Luxury Properties, LLC, Robert F.X. Sillerman, Brett Torino and Paul C. Kanavos
99.1	Press Release dated June 19, 2007.

EX-2.1

Exhibit 2.1

AMENDMENT NO 1.
TO
MEMBERSHIP INTEREST PURCHASE AGREEMENT

     This AMENDMENT NO. 1, dated as of June 18, 2007 (this “Amendment”), to the MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, is entered into by and among FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“Purchaser”), and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.

     WHEREAS, Purchaser, Flag and the Company are parties to the Agreement; and

     WHEREAS, the parties desire to amend the Agreement to provide, among other things, that the Reorganization shall occur in a more efficient manner.

     NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

AMENDMENTS TO THE AGREEMENT

     1.1 Segregation of Securities for the Reorganization and Stockholder Distribution. Article VII of the Agreement is hereby amended and restated in its entirety as follows:

     “7.1 Reorganization, Stockholder Distribution and Rights Offering. In connection with the Stockholder Distribution, the parties agree that Purchaser may, on not less than three (3) business days prior written notice, cause the Company and its members, and Flag, to take such preliminary steps as may be required to be in a position to effect the Reorganization and Mandatory Distribution in connection with the Stockholder Distribution; provided, that the Reorganization shall only be effective immediately prior to the Stockholder Distribution. Notwithstanding anything to the contrary contained herein, the parties agree to use their commercially reasonable efforts (i) to effect the Stockholder Distribution as soon as reasonably practicable after the date hereof and (ii) thereafter to effect the Rights Offering as soon as reasonably practicable following the Stockholder Distribution. In that regard, but subject to the foregoing, the parties hereto agree as follows:

          (a) Purchaser shall form FX Luxury Real Estate Inc. (formerly referred to as NEWCO Inc. and hereafter referred to as “FXLRE”) as contemplated by clause (a) above and, in connection therewith, contribute to the capital of FXLRE an aggregate 15.5% membership interest in the Company.

          (b) Purchaser, as the sole stockholder of FXLRE as of the time of its formation, shall transfer and assign all of the equity interests in FXLRE to Richard G. Cushing, as Trustee of the CKX FXLR Stockholder Distribution Trust II, a conventional trust formed pursuant to the CKX FXLR Stockholder Distribution Trust II Agreement dated the date hereof (the “C Trust”).

          (c) Purchaser shall transfer and assign an aggregate 9.5% membership interest in the Company to Richard G. Cushing, as Trustee of the CKX FXLR Stockholder Distribution Trust I, a grantor trust formed pursuant to the CKX FXLR Stockholder Distribution Trust I Agreement dated the date hereof (the “G Trust”).

          (d) In connection with the transfers of Company membership interests contemplated by this Section 7.1(g), FXLRE and the G Trust shall be admitted as members of the Company pursuant to a Second Amended and Restated Operating Agreement, substantially in the form of Exhibit I hereto, which shall provide, among other things, that FXLRE, the C trust and the G Trust shall be obligated to effect the Reorganization and the Stockholder Distribution with respect to the membership interests held by such trusts to the same extent that Purchaser was obligated to do so under the Agreement.

          (e) In connection with the foregoing, the parties acknowledge and agree that it is the intent of this Section 7.1 that (i) Purchaser’s obligations under the Agreement to effect the Reorganization and the Stockholder Distribution (solely with respect to the Membership Interests to be transferred as contemplated hereby) may be effected (in whole or in part, as applicable) pursuant to the transactions contemplated by this Section 7.1 and (ii) immediately following the Reorganization and prior to the Stockholder Distribution, the Company shall be a subsidiary of FXLRE and FXLRE shall have four stockholders: Purchaser (owning a 25% equity interest therein), Flag (owning a 50% equity interest therein), and the C Trust and G Trust (together beneficially owning an aggregate 25% equity interest therein).

          (f) Purchaser, and, if requested by Flag, the Designated Flag Members shall enter into a registration rights agreement that provides for one demand registration right for each Designated Flag Member with regards to a registration on Form S-3 and two piggy-back registration rights on equity registrations effected by FXLRE for equity offerings of stockholders of the Company (and not registrations in respect of Company shares only) , subject to underwriter lock-up and cut back provisions, and such other terms and conditions as are customary and are agreed to by the parties thereto.

-2-

          (g) The parties agree that any shares of common stock of FXLRE distributed by Flag in the Mandatory Distribution shall, at all applicable times, be subject to the Waiver of Rights and Lock-Up Agreement, provided that the lock-up period with respect to members of Flag who are not Designated Flag Members shall be one (1) year and not three (3) years, and stock certificates representing such shares shall bear a legend identifying the foregoing restrictions.”

ARTICLE II.
MISCELLANEOUS

     2.1 Entire Agreement. This Amendment, the Agreement, the Exhibits and Schedules to the Agreement constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all prior agreements or understandings with respect to the subject matter hereof.

     2.2 No Other Amendments or Modifications. Except as expressly provided in this Amendment, the Agreement shall remain unmodified and in full force and effect in accordance with its terms. The provisions of Article IX of the Agreement shall apply to this Amendment mutatis mutandis.

[signature page follows]

-3-

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment or caused this Amendment to be executed effective as of the date and year first above written.

FX LUXURY REALTY, LLC
By:	FLAG LUXURY PROPERTIES, LLC Managing Member
By:	/s/ Mitchell J. Nelson
	Name:	Mitchell J. Nelson
	Title:	Senior Vice President
FLAG LUXURY PROPERTIES, LLC
By:	/s/ Mitchell J. Nelson
	Name:	Mitchell J. Nelson
	Title:	Senior Vice President
CKX, INC.
By:	/s/ Thomas P. Benson
	Name:	Thomas P. Benson
	Title:	Chief Financial Officer

EX-2.2

Exhibit 2.2

AMENDMENT TO REPURCHASE AGREEMENT

          THIS AMENDMENT (this “Amendment”), dated June 18, 2007, to the REPURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, is by and among, FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), Robert F.X. Sillerman (“Sillerman”), Brett Torino (“Torino”), Paul C. Kanavos (“Kanavos” and together with Flag (but subject to Section 4(d)(iii) of the Agreement), Sillerman, Torino and Kanavos, collectively, the “Flag Parties”). Reference is made to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 1, 2007, by and among the Company, CKX, and Flag. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Purchase Agreement.

          WHEREAS, CKX, Flag and the Company have entered into Amendment No. 1, dated as of June 18, 2007, to the Purchase Agreement (“Amendment No. 1”) and, pursuant to Amendment No. 1 (i) CKX formed NEWCO Inc. (which is now named FX Luxury Real Estate Inc. and is hereafter referred to as “FXLRE”) and, in connection therewith, contributed to the capital of FXLRE an aggregate 15.5% Membership Interest in the Company; (ii) CKX, as the sole stockholder of FXLRE as of the time of its formation, transferred and assigned all of the equity interests in FXLRE to Richard G. Cushing, as Trustee of the CKX FXLR Stockholder Distribution Trust II, a conventional trust formed pursuant to the CKX FXLR Stockholder Distribution Trust II Agreement dated the date hereof (the “Conventional Trust”); and (iii) CKX transferred and assigned an aggregate 9.5% Membership Interest in the Company to Richard G. Cushing, as Trustee of the CKX FXLR Stockholder Distribution Trust I, a grantor trust formed pursuant to the CKX FXLR Stockholder Distribution Trust I Agreement dated the date hereof (the “Grantor Trust”); and

          WHEREAS, immediately following the Reorganization and prior to the Stockholder Distribution, the Company shall become a subsidiary of FXLRE and FXLRE shall have four stockholders: CKX (owning a 25% equity interest therein), Flag (owning a 50% equity interest therein), and the Conventional Trust and the Grantor Trust (together beneficially owning an aggregate 25% equity interest therein).

          NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

     1. NEWCO Inc. All references in the Agreement to NEWCO Inc. or NEWCO shall hereafter be references to FXLRE, as applicable.

     2. Section 13 of the Agreement. Section 13 of the Agreement is amended and restated in its entirety as follows:

 “13. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto. Each of the Conventional Trust, the Grantor Trust and the holders of shares of FLXRE stock who are entitled to or received such stock as a

distribution or dividend from CKX (or from the Conventional Trust or the Grantor Trust pursuant to the terms thereof) is intended as a third party beneficiary of this Agreement; provided that such benefit shall be limited solely to such holder’s right to (i) seek and enforce a remedy of specific performance to compel FXLRE and the board of directors of FXLRE to enforce and perform the provisions of this Agreement in accordance with the terms hereof or (ii) in the event that such remedy of specific performance is determined by a court of competent jurisdiction to be unavailable or is contested by the board of directors of FXLRE, then seek monetary damages from FXLRE.”

     3. Entire Agreement. This Amendment, the Agreement, the Exhibits and Schedules to the Agreement constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all prior agreements or understandings with respect to the subject matter hereof.

     4. No Other Amendments or Modifications. Except as expressly provided in this Amendment, the Agreement shall remain unmodified and in full force and effect in accordance with its terms.

[signature page follows]

2

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first above written.

FX LUXURY REALTY, LLC
By:	FLAG LUXURY PROPERTIES, LLC Managing Member
/s/ Mitchell J. Nelson
	Name:	Mitchell J. Nelson
	Title:	Senior Vice President

CKX, INC.
/s/ Thomas P. Bensen
	Name:	Thomas P. Bensen
	Title:	Chief Financial Officer

FLAG LUXURY PROPERTIES, LLC
/s/ Mitchell J. Nelsen
	Name:	Mitchell J. Nelsen
	Title:	Senior Vice President

/s/ Robert F.X. Sillerman
	Robert F.X. Sillerman

/s/ Brett Torino
	Brett Torino

/s/ Paul C. Kanavos
	Paul C. Kanavos

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CKX, INC.     

Media Contact: Sean Cassidy
212-981-5233

Ed Tagliaferri
212-981-5182

CKX Declares Dividend of FX Luxury Shares

CKX Stockholders to receive 25% of outstanding common stock of FX Luxury
upon registration of shares with SEC

New York — June 19, 2007 — CKX, Inc. (NASDAQ: CKXE), announced today that it had declared and transferred into trust for its stockholders a dividend consisting of 25 percent of the common equity interests, on a fully diluted basis, in the business of FX Luxury Realty LLC. The plan to distribute these interests to CKX stockholders was previously disclosed at the time the Company acquired its 50 percent ownership interest in FX Luxury and announced a buyout offer for the Company of $13.75 per share in cash.

The distribution of shares in FX Luxury is intended to give CKX stockholders a continuing interest in the exploitation of CKX’s Elvis Presley and Muhammad Ali assets, notwithstanding the proposed sale of the Company, through FX Luxury’s Elvis Presley- and Muhammad Ali-themed real estate projects and transactions.

The shares will be distributed to shareholders of record on the record date, which will be 10 days following the date on which a registration statement with respect to the shares is declared effective by the Securities and Exchange Commission. Stockholders will receive the FX Luxury shares approximately 10 days following the record date. Between now and the distribution date of the shares to CKX stockholders, the shares will be held in two trusts formed for the purpose of holding the shares for the benefit of CKX stockholders. The transfer of the shares to the trusts is irrevocable and neither CKX nor its creditors have any control over or continuing interest in the shares.

Shortly following payment of the dividend to the CKX stockholders, FX Luxury intends to commence a rights offering that will give each CKX stockholder the exclusive right to purchase an additional share of FX Luxury stock for each share of stock received in the CKX dividend, providing CKX stockholders an opportunity to double their interests in FX Luxury.

For more detailed information please see our Current Report on Form 8-K, which was filed today and may be obtained at the Company’s website at www.ckx.com as well as at the SEC’s web site at www.sec.gov.

A registration statement relating to these securities will be filed with the Securities and Exchange Commission. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

1

About CKX, Inc.
CKX, Inc. is engaged in the ownership, development and commercial utilization of entertainment content. To date, the Company has focused on acquiring globally recognized entertainment content and related assets, including the rights to the name, image and likeness of Elvis Presley, the operations of Graceland, the rights to the name, image and likeness of Muhammad Ali and proprietary rights to the IDOLS television brand, including the American Idol series in the United States and local adaptations of the IDOLS television show format which, collectively, air in over 100 countries around the world. On June 1, 2007 CKX entered into a merger agreement with 19X, Inc., a private company owned and controlled by Robert F.X. Sillerman, Chairman and Chief Executive Officer of CKX, and Simon R. Fuller, a director of CKX and the Chief Executive Officer of 19 Entertainment Limited, a wholly-owned subsidiary of CKX, that will result in the sale of CKX to 19X at a price of $13.75 per share in cash. For more information about CKX, Inc., visit its corporate website at www.ckx.com.

About FX Luxury

FX Luxury owns a 50 percent interest in entities that own and control 17.72 contiguous acres of land located at the corner of Harmon Avenue and Las Vegas Boulevard in Las Vegas, Nevada, (the “Park Central Properties”) and has entered into a binding agreement to acquire the other 50 percent of such entities. The acquisition of the remaining 50 percent of such entities, which will give FX Luxury 100 percent ownership and control of the Park Central Properties, is expected to close no later than July 29, 2007.

FX Luxury intends to evaluate and pursue a retail, hotel, commercial and residential development project on the Park Central Properties. In addition, FX Luxury will pursue similar real estate and attraction based projects throughout the world, including the development of one or more hotels nearby or contiguous to the Graceland property in Memphis, Tennessee.

In addition to its interest in the Park Central Properties and its plans with respect to a Graceland-based hotel, FX Luxury directly and through subsidiaries, holds 836,588 shares of common stock, par value $0.0001 per share in Riviera Holdings Corporation [AMEX:RIV], a company that owns and operates the Riviera Hotel & Casino in Las Vegas, Nevada, as well as a 50 percent economic interest in an option to acquire an additional 1,147,550 Riviera shares at a price of $23 per share. On May 16, 2007, Riviera Acquisitions Holdings, a 57 percent-owned subsidiary of FX Luxury, made an offer to acquire the remaining outstanding shares of Riviera at a price of $34 per share. The closing price of Riviera shares on the American Stock Exchange on June 15, 2007, was $37.16 per share.

###

2