UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
(Name
of
Issuer)
Class
A Common Stock, par value $0.001 per share
(Title
of
Class of Securities)
46205A103
(CUSIP
Number)
|
Matthew
B. Hinerfeld
Citadel
Investment Group, L.L.C.
131
S. Dearborn Street, 32nd Floor
Chicago,
Illinois 60603
(312)
395-3167
|
(Name,
address and telephone numbers of person authorized to receive notices and
communications)
March
14, 2007
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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
Rule
13d-7 for other parties to whom copies are to be sent.
*
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.
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. 2 to Schedule 13D (this “Second Amendment”) amends and supplements
the Schedule 13D filed with the Securities and Exchange Commission on January
26, 2007 (the “Original Schedule 13D”), as amended by Amendment No. 1, filed on
February 23, 2007 (the “First Amendment” and, together with the Original
Schedule 13D, the “Schedule 13D”), by CIG Media LLC, a Delaware limited
liability company (“CM”), Citadel Limited Partnership, an Illinois limited
partnership (“CLP”), Citadel Investment Group, L.L.C., a Delaware limited
liability company (“CIG”), and Kenneth Griffin, a natural person (“Griffin,” and
together with CM, CLP and CIG, the “Reporting Persons”), with respect to shares
of Class A common stock, par value $0.001 per share (“Class A Common Stock”), of
ION Media Networks, Inc., a Delaware corporation (the “Issuer”). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed
to
such terms in the Schedule 13D. As specifically amended and supplemented by
this
Second Amendment, the Schedule 13D shall remain in full force and
effect.
| ITEM
4. |
Purpose
of Transaction.
|
Item
4 of the Schedule 13D is hereby amended and supplemented by adding the following
immediately after the last paragraph thereof:
On
March
14, 2007, NBCU and CLP entered into a letter agreement (the “Amendment”),
pursuant to which NBCU and CLP agreed to amend Section 2 of the Letter of Intent
by deleting subsection (b) thereof. The Amendment eliminates NBCU’s right to
terminate the Exclusivity Period with respect to NBCU and its representatives,
which right would have been exercisable if the Board did not approve the
Proposed Transaction by March 31, 2007. As a result of the Amendment, the
exclusivity provisions of the Letter of Intent apply to both NBCU and CLP until
May 7, 2007. A copy of the Amendment is attached hereto as Exhibit 99.8 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. |
Material
to be Filed as Exhibits.
|
| 99.8 |
Letter
Agreement, dated March 14, 2007, between NBC Universal, Inc. and
Citadel
Limited Partnership.
|
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.
Dated:
March 14, 2007
|
CIG
MEDIA LLC
By: Citadel
Limited Partnership,
its Portfolio Manager
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By: /s/
Matthew B. Hinerfeld
Matthew B. Hinerfeld
Managing Director and Deputy General Counsel
CITADEL
LIMITED PARTNERSHIP
By: Citadel
Investment Group, L.L.C.,
its General Partner
By: /s/
Matthew B. Hinerfeld
Matthew B. Hinerfeld
Managing Director and Deputy General Counsel
|
KENNETH
GRIFFIN
By:
/s/
Matthew B. Hinerfeld
Matthew B. Hinerfeld, attorney-in-fact*
CITADEL
INVESTMENT GROUP, L.L.C.
By: /s/
Matthew B. Hinerfeld
Matthew B. Hinerfeld
Managing
Director and Deputy General Counsel
|
*
Matthew
B. Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 4, 2005, and hereby incorporated by reference
herein. The power of attorney was filed as an attachment to a filing by Citadel
Limited Partnership on Schedule 13G/A for Komag, Incorporated.