-----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, Fzq8bmVUkdgTNxxWAHSwngMlSixKV0mBFuhA6fBAXSRgw0iLSUXgqF5q3uTOwAoo 3X84FJqlpOz+nbh8NBDATQ== 0000950123-07-009717.txt : 20070709 0000950123-07-009717.hdr.sgml : 20070709 20070709173040 ACCESSION NUMBER: 0000950123-07-009717 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070709 DATE AS OF CHANGE: 20070709 EFFECTIVENESS DATE: 20070709 FILER: 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 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17436 FILM NUMBER: 07970312 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 DEFA14A 1 y36949e8vk.htm FORM 8-K 8-K
 

 
 
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): July 9, 2007
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:
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 July 9, 2007, CKX, Inc., a Delaware corporation (“CKX” or the “Company”), announced that its affiliate, FX Luxury Realty LLC, a Delaware limited liability company engaged in the ownership and development of real estate-based projects (“FXLR”), acquired the 50 percent it did not own of the Park Central property, a 17.7 acre lot located on Las Vegas Boulevard in Las Vegas, Nevada. As a result of this purchase, FXLR now owns 100 percent of the Park Central property. The total consideration paid by FXLR for the remaining 50 percent interest in the Park Central property was $180 million, which was paid in cash from borrowings and cash on hand. FXLR has previously announced its plans to pursue a retail, hotel, casino, commercial and residential development project on the Park Central property.
On June 1, 2007, CKX acquired 50 percent of FXLR for cash consideration of $100 million. CKX subsequently 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 FXLR (the “FXLR Shares”). The transfer of the FXLR Shares to the trusts was irrevocable and neither CKX nor its creditors have any control over or continuing interest in such shares. The agreements governing the trusts provide that the FXLR Shares will be distributed to CKX stockholders 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. CKX stockholders are expected to receive the FXLR Shares approximately 10 days following the record date.
The distribution of the FXLR Shares to CKX’s stockholders 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 FXLR’s proposed development of Elvis Presley- and Muhammad Ali-themed real estate projects under license agreements entered into between FXLR and CKX’s subsidiaries, Elvis Presley Enterprises and Muhammad Ali Enterprises.
Flag Luxury Properties LLC, a real estate development company and an affiliate of Mr. Sillerman, owns the other 50 percent of FXLR and is currently the managing member of FXLR. CKX has the option to become the managing member of FXLR and intends to exercise its option to become the managing member of FXLR.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
           
 
  Exhibit No.     Description  
 
99.1
    Press Release dated July 9, 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: July 9, 2007

 


 

INDEX TO EXHIBITS
           
 
  Exhibit No.     Description  
 
99.1
    Press Release dated July 9, 2007.  
 

 

EX-99.1 2 y36949exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

Exhibit 99.1
CKX’S AFFILIATE, FX LUXURY REALTY, ACQUIRES
REMAINING 50% OF PARK CENTRAL PROPERTY IN
LAS VEGAS, NOW HAS COMPLETE OWNERSHIP
New York, New York — July 9, 2007 — CKX, Inc. (NASDAQ: CKXE) announced today that FX Luxury Realty LLC has acquired the 50 percent it did not own of the Park Central property, a 17.7-acre lot located on Las Vegas Boulevard in Las Vegas, Nevada. As a result of this purchase, FX Luxury now owns 100 percent of the Park Central property. The purchase was completed on the previously disclosed terms, with the $180 million total consideration paid in cash from borrowings and cash on hand. FX Luxury Realty has previously announced its plans to pursue a retail, hotel, casino, commercial and residential development project on the Las Vegas property.
For more detailed information please see CKX’s 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 FX Luxury 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.
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. The merger agreement also requires CKX to distribute half of its ownership interest in FX Luxury Realty LLC to its stockholders. On June 18, 2007, CKX distributed that half of its FX Luxury equity into trusts for the benefit of its stockholders, which equity will be paid to CKX stockholders shortly following registration of such shares with the Securities and Exchange

 


 

Commission. For more information about CKX, Inc., visit its corporate website at www.ckx.com.
About FX Luxury
FX Luxury owns, through its wholly owned subsidiaries, 17.72 contiguous acres of land located at the corner of Harmon Avenue and Las Vegas Boulevard in Las Vegas, Nevada, (the “Park Central Property”). FX Luxury intends to pursue a retail, hotel, commercial and residential development project on the Park Central Property. 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 July 6, 2007, was $36.01 per share.
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