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Author Topic: SPEA the boat is missed??
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Robert F.X. Sillerman and Elvis Presley Enterprises Announce Partnership
Thursday December 16, 8:40 am ET

NEW YORK--(BUSINESS WIRE)--Dec. 16, 2004--Robert F.X. Sillerman and his new media and entertainment company, which will be named CKX, Inc., have entered into a definitive agreement to acquire a majority interest in the assets comprising the estate of Elvis Presley.

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The new partnership will conduct all business activities concerning EPE, Graceland and tour operations, however the transaction was structured so that the title to Graceland and its 13.6-acre grounds in Memphis, TN, and most of Elvis's personal effects remain with Lisa Marie Presley.

The new partnership includes all trademark rights to the name, likeness and image of Elvis Presley and all EPE-owned intellectual property, including its collection of photographs, archival documents and footage, and EPE's successful music publishing catalog, as well as the Graceland visitor center complex and Heartbreak Hotel across the street from the mansion and all other EPE real estate investments.

In a related transaction, Mr. Sillerman announced that he expects, through an affiliated entity, to acquire approximately 94 percent of the common equity of Sports Entertainment Enterprises, Inc. (OTC BB:SPEA.OB - News), an inactive publicly traded company, through which the business of CKX will be conducted. Please see Mr. Sillerman's and SPEA's releases for further information on this transaction.

"For the past few years I've been looking for someone to join forces with to expand the many facets of EPE, to take it to new levels internationally, and to make it an even greater force in the entertainment industry," said Lisa Marie Presley, singer/songwriter and sole heir to the Elvis Presley Estate. "I feel confidant that Bob Sillerman and his team are the right people to do this with. My greatest responsibility to my father is to preserve and protect his legacy, and this is an exciting new structure that opens up an incredible array of opportunities with a major infusion of new investment capital to do just that," continued Presley. "It's the ideal partnership in that I retain Graceland and my father's personal effects, yet joining forces with Bob Sillerman will give us the opportunity to grow even further the intellectual and entertainment properties."

Commenting on the transaction, Mr. Sillerman said, "I am extremely excited about our new venture, which we believe will bring unique concepts to different aspects of the utilization of entertainment content and will challenge the current models of distribution and consumption of content. I am fully committed to the success of CKX and there is no better way to launch our new company than by assuming the opportunity and responsibility, together with the Presley family and the current management of Elvis Presley Enterprises, of continuing and expanding the heritage of Elvis Presley. I believe Elvis to be the single most significant icon in American pop culture."

No staffing or personnel changes are anticipated within the EPE organization. Priscilla Presley remains as an executive consultant, Jack Soden remains as CEO and Gary Hovey remains Executive Vice President and head of the Los Angeles office. All of EPE's management team and staff will remain in place and Graceland tour operations will continue with business as usual.

EPE was created in 1980 by Priscilla Presley on behalf of the Elvis Presley estate. Its business extends far beyond the Graceland operation. It includes worldwide licensing of Elvis-related products and ventures, the development of Elvis-related music, film, video, television and stage productions, the ongoing development of EPE's Internet presence, the management of significant music publishing assets, the Heartbreak Hotel in Memphis and more.

Mr. Sillerman was the founder, a major shareholder and served as Executive Chairman of SFX Entertainment from its inception in 1997 until its sale to Clear Channel Communications in August 2000. SFX Entertainment was the largest presenter, promoter and producer of live events in the world. Prior to that, Mr. Sillerman was a founder, major shareholder and served as Executive Chairman of SFX Broadcasting, a major owner and operator of radio stations, from its inception in 1992 through its sale in 1998 to an affiliate of buyout firm Hicks, Muse, Tate & Furst.

For additional information on Elvis, Graceland and Elvis Presley Enterprises, visit Elvis.com.

Contact:

Elvis Presley Enterprises
David Beckwith, 323-845-9836
or
The Sillerman Companies
RFX Acquisition LLC
Sean Cassidy, 212-981-5233
Ed Tagliaferri, 212-981-5182
Robert Zimmerman, 212-981-5118


Source: Robert F.X. Sillerman


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Who knows...it just hit another high of the day though. Even if people jumped in late 30 mins after the bell, they'd be up 2 bucks by now..
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Now 3.95....still going...nothing outlasts the Energizer bunny, err wait...
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4.15...insanity...wonder how much Presley's stuff will be worth to the company..
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Guess this is one nobody could have seen coming. How often is an inactive OTC bought out with the rights to Elvis' estate?
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Well it came out on the news ticker for OTCCharts...just wondering how many people half-ignored it like I did...
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Man the word 'Elvis' should have been a slight indicator! lol

As of September 30, 2004, 4,283,061 shares of common stock were outstanding.

On a combined and unaudited basis, the "Elvis" businesses had total revenue of $44.9 million for the twelve months ended December 31, 2003 and $37.9 million for the nine months ended September 30, 2004. Net operating income, before depreciation and amortization, for those periods was $12.0 million and $9.4 million, respectively.

hmmmm


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quote:
Originally posted by tic_toc:
Man the word 'Elvis' should have been a slight indicator! lol

As of September 30, 2004, 4,283,061 shares of common stock were outstanding.

On a combined and unaudited basis, the "Elvis" businesses had total revenue of $44.9 million for the twelve months ended December 31, 2003 and $37.9 million for the nine months ended September 30, 2004. Net operating income, before depreciation and amortization, for those periods was $12.0 million and $9.4 million, respectively.

hmmmm


Man o man.......I trade on news-I preach watch for keywords....saw it pop up at 9:30 at 300% up....Elvis has left the building!
....and I'm not in.


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Ktrain420
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UNREAL......CONGRATS ON THOSE WHO JUMPED ON THIS !! CHRISTMAS JUST GOT A LITTLE MORE MERRY!!
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TheBundo
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quote:
Originally posted by Phoenixx:
Well it came out on the news ticker for OTCCharts...just wondering how many people half-ignored it like I did...

Where do you get signed up for this news ticker?


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ONTHEAIR
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Go to microcaptrade.com......we even have separate forum on OTC charts.
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TonkaToy
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MAKE IT STOP! Keeps on going up. =[
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ONTHEAIR
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This is why I get up in the morning!!!!
And I'm not even in!!
Hindsight is 20/20
There's are others like this in our future!!
Anybody figured out the market cap on SPEA if this held?

Dog hasn't posted today...surely he didn't miss this....Rough!


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travman
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Can you sell short OTC stocks?
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Marva18
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I am building a time machine.
anyone want to join in on this one??

Anyone who did is surely the "KING"


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Form 8-K for SPORTS ENTERTAINMENT ENTERPRISES INC

16-Dec-2004

Entry Material Agreement, Regulation FD Disclosure


Item 1.01 Entry into a Material Definitive Agreement

On December 16, 2004 Sports Entertainment Enterprises, Inc. ("SPEA" or the "Company") entered into a definitive agreement with two entities controlled by Lisa Marie Presley, and RFX Acquisition LLC ("RFX Acquisition"), a company formed and controlled by Robert F.X. Sillerman, which if consummated will result in RFX Acquisition acquiring a controlling interest in SPEA simultaneous with and conditioned upon SPEA's acquisition of a controlling interest in entities which control the commercial utilization of the name, image and likeness of Elvis Presley, the operation of Graceland and the surrounding properties, as well as revenue derived from Elvis' music, films and television specials.

As part of the contemplated transaction, RFX Acquisition will contribute $3.43 Million cash to SPEA in exchange for 34,320,124 newly issued shares of SPEA common stock. In addition to the shares received from the Company, RFX Acquisition will receive warrants to purchase 8,689,599 shares of the common stock at $1.00 per share, 8,689,599 shares of common stock at $1.50 per share, and 8,689,599 shares of common stock at $2.00 per share. Simultaneous with this exchange, RFX Acquisition will also acquire an aggregate of 2,240,397 shares of the Company's common stock directly from certain principal stockholders of the Company at the same price of $0.10 per share. Upon consummation of these transactions, RFX Acquisition and its affiliates, including Mr. Sillerman, will own approximately 94% of the outstanding capital stock of the Company (or 96% assuming exercise of the warrants).

Simultaneous with and conditioned upon the contribution by RFX Acquisition, Ms. Presley will contribute 85% of the outstanding equity interests of the two entities that own the assets of and control the Presley businesses in exchange for total consideration of approximately $100 Million, consisting of approximately $53.0 Million in cash, approximately $22.0 Million in Preferred Stock of SPEA, 500,000 shares of SPEA common stock and the assumption or extinguishment of approximately $25.0 Million of outstanding indebtedness. Ms. Presley will retain a 15% interest in the two entities, which would operate as 85%-controlled subsidiaries of the Company.

The Board of Directors of SPEA unanimously approved the entering into of the aforementioned definitive agreements.

Though the transaction does not have a financing condition, RFX Acquisition may seek equity or debt financing on behalf of SPEA to fund the cash portion of the Presley purchase price. If financing is not available on terms that RFX Acquisition deems reasonable, RFX Acquisition and its principals have indicated to SPEA that they will consider providing additional equity capital to the Company. Such equity financing may result in additional dilution to SPEA's stockholders.


RFX Acquisition and the Presley entities have the right, under certain limited circumstances, to require SPEA to assign its rights under the proposed transaction to another inactive publicly traded company. Accordingly, there can be no assurance that the transactions will be consummated or, if consummated, that SPEA will be a participant. Approval of SPEA's shareholders will not be required to consummate the transactions.

If and when the transaction is consummated and upon compliance with all applicable rules and regulations, it is anticipated that Mr. Sillerman and his designees will assume control of the Company's Board of Directors, though at least 50% of such designees will be unaffiliated and meet the standards for "independence" as such term is defined by the major stock exchanges. Following completion of the transaction, Mr. Sillerman will have sufficient voting control to elect the Board of Directors. In connection with her receipt of the Preferred Stock, Ms. Presley will have the right to either serve as a director of the Company or to designate an individual to serve on her behalf. In accordance with Rule 14(f) of the Securities Exchange Act of 1934, as amended, a Schedule 14F will be mailed to SPEA's stockholders prior to effectuation of such change of control. It is contemplated that following the closing, the current executive officers of SPEA will resign.

Item 7.01 Regulation FD Disclosure.

The Company is furnishing the information included as Exhibit 99.1 to this report pursuant to Regulation FD. This information is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. On December 16, 2004, the Company issued a press release relating to its execution of definitive agreements relating to a potential change in control and a potential material acquisition as described in Item 1.01


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