Ion Media Networks Inc. - Amended Statement of Beneficial Ownership (SC 13D/A)
January 15 2008 - 10:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 13)*
ION MEDIA NETWORKS, INC.
(Name
of Issuer)
Class A Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
46205A103
(CUSIP Number)
Richard Cotton, Vice President and General Counsel
NBC Universal, Inc.
30 Rockefeller Plaza, New York, NY 10112
(212) 664-7024
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
January 11, 2008
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box.
o
Note:Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“
Act
”) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
This Amendment No. 13 to Schedule 13D
(“
Amendment No. 13
”) amends
the Schedule 13D filed on September 27, 1999 (the “
Initial
Schedule 13D
”), as amended by Amendment No. 1 filed on
February 14, 2003, Amendment No. 2 filed on November 9, 2005, Amendment No. 3 filed on
January 18, 2007, Amendment No. 4 filed on February 23, 2007, Amendment No. 5 filed on
March 15, 2007, Amendment No. 6 filed on March 30, 2007, Amendment No. 7 filed on April 11,
2007, Amendment No. 8 filed on April 12, 2007, Amendment No. 9 filed on April 30, 2007,
Amendment No. 10 filed on May 8, 2007, Amendment No. 11 filed on June 11, 2007 and
Amendment No. 12 filed on August 23, 2007 (together with the Initial Schedule 13D, the
“
Schedule 13D
”), which
relates to shares of Class A Common Stock (“
Class A Common
Stock
”), par value $0.001 per share, of ION Media Networks,
Inc. (the “
Company
”).
Capitalized terms used but not defined herein shall have the meanings attributed to them in
the Schedule 13D. All items or responses not described herein remain as previously reported
in the Schedule 13D.
Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following immediately after the last paragraph thereof:
“On January 11, 2008, the NBCU Entities, the Company and CM entered
into an amendment to the Master Agreement (the “
January 11
Amendment
”) to address certain matters, including matters related to the approval
of the reverse stock split and the terms applicable to the exchange of Series A-2 Preferred
Stock into Series C Convertible Preferred Stock.
This description of the January 11 Amendment is not complete and is
subject to the terms of the January 11 Amendment, attached hereto as Exhibit 39 and
incorporated herein by reference.
Except as set forth herein, in the Schedule 13D, and in the exhibits hereto
and thereto, the Reporting Persons have no present plans or proposals that would result in
or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of the
form of Schedule 13D.”
Item 7.
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Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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Exhibit 39
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Amendment letter, dated January 11, 2008, from CIG Media LLC
to ION Media Networks, Inc., NBC Universal, Inc., NBC Palm Beach Investment
I, Inc. and NBC Palm Beach Investment II, Inc.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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GENERAL ELECTRIC COMPANY
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By: /s/
Lynn A. Calpeter
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Name: Lynn
A. Calpeter
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Title: Authorized
Signatory
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NATIONAL BROADCASTING COMPANY HOLDING, INC.
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By: /s/
W. Scott Seeley
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Name: W.
Scott Seeley
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Title: Authorized
Signatory
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NBC UNIVERSAL, INC.
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By: /s/
W. Scott Seeley
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Name: W.
Scott Seeley
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Title: Authorized
Signatory
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NBC PALM BEACH Investment I, INC.
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By: /s/
W. Scott Seeley
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Name: W.
Scott Seeley
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Title: Authorized
Signatory
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NBC PALM BEACH Investment II, INC.
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By: /s/
W. Scott Seeley
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Name: W.
Scott Seeley
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Title: Authorized
Signatory
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Dated: January 14, 2008
EXHIBIT INDEX
Exhibit No.
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Description
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Exhibit 39
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Amendment letter, dated January 11, 2008, from CIG Media LLC
to ION Media Networks, Inc., NBC Universal, Inc., NBC Palm Beach Investment
I, Inc. and NBC Palm Beach Investment II, Inc.
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