Howard J. Tytel | David E. Shapiro | |
CKx, Inc. | Wachtell, Lipton, Rosen & Katz | |
650 Madison Avenue | 51 West 52nd Street | |
New York, New York 10022 | New York, New York 10019 | |
Telephone: (212) 838-3100 | (212) 403-1000 | |
Michael A. Woronoff | ||
Proskauer Rose LLP | ||
2049 Century Park East, Suite 3200 | ||
Los Angeles, California 90067-3206 | ||
Telephone: (310) 284-4550 |
o
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a. | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
o
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b. | The filing of a registration statement under the Securities Act of 1933. | ||
þ
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c. | A tender offer. | ||
o
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d. | None of the above. | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o | ||||
Check the following box if the filing is a final amendment reporting the results of the transaction: o |
Transaction Value(1) | Amount of Filing Fee(2) | ||||
$511,409,101.50 |
$59,375.00 | ||||
(1) | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 92,613,473 shares of common stock, par value $0.01 per share, at $5.50 per share. The transaction value also includes the aggregate offer price for 370,000 shares of common stock estimated to be issuable pursuant to outstanding options with an exercise price less than $5.50 per share, which is calculated by multiplying the number of shares underlying such outstanding options by an amount equal to $5.50 minus the weighted average exercise price of such options. | |
(2) | The amount of the filing fee is calculated in accordance with Fee Rate Advisory #5 for Fiscal Year 2011 issued by the SEC, effective December 27, 2010, by multiplying the Transaction Value by 0.00011610. | |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
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$59,375 | |
Form or Registration No.:
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Schedule TO-T | |
Filing Party:
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Colonel Holdings, Inc., Colonel UK Holdings Limited, Colonel Offeror Sub, LLC, Colonel Merger Sub, Inc., Apollo Management VII, L.P., CKx, Inc., Robert F.X. Sillerman, Sillerman Capital Holdings, L.P., Laura Sillerman, The Promenade Trust and Priscilla Presley | |
Date Filed:
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May 17, 2011 |
Item 16. Exhibits | ||||||||
SIGNATURE | ||||||||
SIGNATURE |
Exhibit | ||
No. | Description | |
(a)(5)(D)
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Second amended complaint filed May 19, 2011 in the Court of Chancery of the State of Delaware, captioned Nierenberg v. CKx, Inc., et al. (Civil Action No. 5545-CC) (incorporated by reference to Exhibit (a)(5)(E) of amendment No. 1, filed by CKx, Inc. on May 23,2011 to the Schedule 14D-9 filed by CKx, Inc. on May 18, 2001). |
Exhibit | ||
No. | Description | |
(a)(5)(E)
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First amended complaint filed May 19, 2011 in the Supreme Court of the State of New York County of New York, captioned Leone v. Edwin M. Banks, et al. (Index No. 650538/2010) (incorporated by reference to Exhibit (a)(5)(F) of Amendment No. 1, filed by CKx, Inc. on May 23, 2011, to the Schedule 14D-9 filed by CKx, Inc. on May18, 2011). |
CKX, INC. | ||||||
By: | /s/ Howard J. Tytel
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Name: | Howard J. Tytel | |||||
Title: | Senior Executive Vice President, Director of Legal and Governmental Affairs |
THE PROMENADE TRUST | ||||||
By: | /s/ Barry Siegel
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Name: | Barry Siegel | |||||
Title: | Trustee, The Promenade Trust | |||||
/s/ Priscilla Presley
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Priscilla Presley |