-----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, MUCfcY0KceDWa2MKK8Ig9Q9+bIzd2rx/3h+NuQZ9j/x49Lv531NATEAO/H9YN4u0 EetEeFlFeDJvSHyqhw4QUg== 0000950123-08-011311.txt : 20080923 0000950123-08-011311.hdr.sgml : 20080923 20080923165608 ACCESSION NUMBER: 0000950123-08-011311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080922 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080923 DATE AS OF CHANGE: 20080923 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17436 FILM NUMBER: 081084949 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 y71464e8vk.htm FORM 8-K FORM 8-K
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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): September 22, 2008
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)
 
o   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))
 
 

 


TABLE OF CONTENTS

Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-99.1: PRESS RELEASE


Table of Contents

Item 8.01 Other Events
On September 22, 2008, CKX, Inc. (“CKX” or the “Company”) issued a press release announcing that Robert F.X. Sillerman, on behalf of 19X, Inc., had notified the Board of Directors of CKX that in light of the recent turmoil in the financial sector and the related tightening of the financing markets, he no longer believes that 19X will be in position to consummate its pending acquisition of CKX at the current price of $12.00 per share. The Company added that, given the time needed to complete the proxy process and obtain stockholder approval, a closing by the current October 31st deadline is no longer possible.
Mr. Sillerman further informed the Company that despite the difficult economic climate, he intends to continue to pursue a transaction and intends to approach the Board with an alternate acquisition proposal, either through purchase, merger, tender offer or other acquisition structures, by no later than the October 31st transaction deadline.
Pursuant to the terms of the existing merger agreement, 19X has until October 31, 2008, to complete the transaction. In light of the information provided by Mr. Sillerman and the impending October 31 deadline, the Board of Directors of the Company is reviewing CKX’s alternatives and will consider any proposal presented to it, including a revised proposal by Mr. Sillerman.
Under the terms of the merger agreement, 19X agreed to acquire CKX at a price of $12.00 per share in cash. 19X, Inc. is a private company owned and controlled by Robert F.X. Sillerman, the Chairman and CEO of CKX, and Simon R. Fuller, a director of CKX and the CEO of 19 Entertainment Ltd, a wholly-owned subsidiary of CKX.

 


Table of Contents

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
 
   
99.1
  Press Release, dated September 22, 2008

 


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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:
Name:
  /s/ Jason K. Horowitz
 
Jason K. Horowitz
   
 
  Title:   Senior Vice President    
 
           
DATE: September 23, 2008
           

 


Table of Contents

INDEX TO EXHIBITS
     
Exhibit No.   Description
 
   
99.1
  Press Release, dated September 22, 2008

 

EX-99.1 2 y71464exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
CKX, INC.
Media Contact: Sean Cassidy
212-981-5233
Ed Tagliaferri
212-981-5182
CKX Provides Update on Status of Privatization Transaction
New York – September 22, 2008 – Robert F.X. Sillerman, on behalf of 19X, Inc., has notified the Board of Directors of CKX, Inc. [NASDAQ:CKXE] that in light of the recent turmoil in the financial sector and the related tightening of the financing markets, he no longer believes that 19X will be in position to consummate its pending acquisition of CKX at the current price of $12.00 per share. The Company added that, given the time needed to complete the proxy process and obtain stockholder approval, a closing by the current October 31st deadline is no longer possible.
Mr. Sillerman further informed the Company that despite the difficult economic climate, he intends to continue to pursue a transaction and intends to approach the Board with an alternate acquisition proposal, either through purchase, merger, tender offer or other acquisition structures, by no later than the October 31st transaction deadline.
Pursuant to the terms of the existing merger agreement, 19X has until October 31, 2008, to complete the transaction. In light of the information provided by Mr. Sillerman and the impending October 31 deadline, the Board of Directors of the Company is reviewing CKX’s alternatives and will consider any proposal presented to it, including a revised proposal by Mr. Sillerman.
While the current merger transaction has been pending, management of the Company has continued to concentrate on the on-going business operations of the Company, as evidenced by the strong results posted for the six months ended June 30, 2008. As reported in its recently filed Quarterly Report, the Company has significant cash on hand and substantial additional available borrowing capacity for its short term and long term operations.
Under the terms of the merger agreement, 19X agreed to acquire CKX at a price of $12.00 per share in cash. 19X, Inc. is a private company owned and controlled by Robert F.X. Sillerman, the Chairman and CEO of CKX, and Simon R. Fuller, a director of CKX and the CEO of 19 Entertainment Ltd, a wholly-owned subsidiary of CKX.
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 Mr. 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. For more information about CKX, Inc., visit its corporate website at www.ckx.com.

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