UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 4, 2007
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas
(State or Other Jurisdiction of Incorporation)
     
001-09645   74-1787539
(Commission File Number)
 
(IRS Employer Identification No.)
200 E. Basse Rd.
San Antonio, TX 78209
(Address of Principal Executive Offices, Including Zip Code)
210-822-2828
(Registrant’s Telephone Number, Including Area Code)
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))
 
 

 


 

INFORMATION TO BE INCLUDED IN THIS REPORT
     Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On December 3, 2007, the Board of Directors of Clear Channel Communications, Inc. (the “Company”) approved an amendment to the Seventh Amended and Restated By-Laws of the Company.
     The amendment to the Seventh Amended and Restated By-Laws of the Company amended Article VIII, Sections 1, 5 and 6 of the Company’s bylaws to facilitate the issuance of shares in book entry form in order for the Company to be eligible to participate in the Direct Registration System as required by the New York Stock Exchange.
     The amendment to the Seventh Amended and Restated By-Laws of the Company is effective as of December 3, 2007. The foregoing description of the amendment to the Company’s bylaws is not complete and is qualified in its entirety by reference to the text of the amendment to the bylaws of the Company attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
     Item 8.01 Other Events.
     On December 4, 2007, the Company issued a press release, a copy of which is furnished as Exhibit 99.1, announcing the declaration of a quarterly cash dividend of $0.1875 per share on its Common Stock and providing an update on the status of its merger with an affiliate of a private equity group co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.
     Item 9.01 Financial Statements and Exhibits.
          (d) Exhibits.
          The following exhibits are filed as part of this Report:
     
Exhibit Number   Description
 
   
3.1
  Second Amendment to the Seventh Amended and Restated By-Laws of Clear Channel Communications, Inc. dated December 3, 2007
 
   
99.1
  Press Release of Clear Channel Communications, Inc. dated December 4, 2007
SIGNATURE
     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 hereunto duly authorized.
         
  CLEAR CHANNEL COMMUNICATIONS, INC.
 
 
Date: December 4, 2007  By:   /s/ Herbert W. Hill, Jr.    
    Herbert W. Hill, Jr.   
    Sr. Vice President/Chief Accounting Officer   
 

 

 

EXHIBIT 3.1
SECOND AMENDMENT TO THE SEVENTH AMENDED AND RESTATED BY-LAWS
OF
CLEAR CHANNEL COMMUNICATIONS, INC.
A Texas Corporation
(Adopted December 3, 2007)
     This Second Amendment to the Seventh Amended and Restated By-Laws of Clear Channel Communications, Inc. adopted July 25, 2006 (the “Bylaws”) hereby amends the Bylaws in the following respect:
     Article VIII, Section 1 is hereby amended and restated to read in its entirety as follows:
Section 1. Certificated and Uncertificated Shares. The shares of the Corporation shall be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its shares shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of shares represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate representing the number of shares registered in certificate form. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof that the Corporation is organized under the laws of the State of Texas, the holder’s name, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value and such other matters as may be required by law. Each certificate shall be signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Corporation or an employee of the Corporation, the signature of any such officer may be facsimile.”
     Article VIII, Section 5 is hereby amended and restated to read in its entirety as follows:
Section 5. Transfer of Shares. If a certificate representing shares of the Corporation is presented to the Corporation with an endorsement

 


 

requesting the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer as requested if:
     (a) in the case of certificated shares, the certificate representing such shares has been surrendered;
     (b) (i) with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares; (ii) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (iii) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
     (c) the Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement or instruction is genuine and authorized as the Corporation may request;
     (d) the transfer does not violate any restriction on transfer imposed by the Corporation; and
     (e) such other conditions for such transfer as shall be provided for under applicable law have been satisfied.”
     Article VIII, Section 6 is hereby amended and restated to read in its entirety as follows:
Section 6. Foreign Ownership of Shares. Not more than one-fifth of the aggregate number of shares of stock of the Corporation shall at any time be owned of record or voted by or for the account of aliens, their representatives, or by a foreign government or representative thereof, or by any corporation organized under the laws of a foreign country. The Corporation shall not be owned or controlled directly or indirectly by any other corporation of which any officer or more than one-fourth of the directors are aliens or of which more than one-fourth of the stock is owned of record or voted by aliens. In the event that the stock records of the Corporation shall at any time reflect one-fifth foreign stock ownership, no transfers of additional shares to aliens and other entities described above shall be made. If it shall thereafter be learned that any such additional shares are held by aliens and others described, such shares shall not be entitled to vote, receive dividends or enjoy any other rights accorded to stock of the Corporation, and the holder of such shares will be required to transfer them to a citizen of the United States or the Corporation.”

 


 

CERTIFICATION
     I, the undersigned officer, hereby certify that the foregoing Second Amendment to the Seventh Amended and Restated By-Laws of Clear Channel Communications, Inc. was duly adopted by the Board of Directors of Clear Channel Communications, Inc.
         
Date: December 3, 2007
  By:   /s/ Herbert W. Hill, Jr.
 
       
 
  Name:   Herbert W. Hill, Jr.
 
       
 
  Title:   Senior Vice President,
 
       
 
      Chief Accounting Officer
 
       

 

 

     
 
  EXHIBIT 99.1
(CLEARCHANNEL LOGO)
  For further information contact:
Randy Palmer
Sr. Vice President of Investor Relations
 
   
 
  Clear Channel Communications
(210) 832-3315
 
   
 
  Lisa Dollinger
Sr. Vice President of Corporate Communications
Clear Channel Communications
(210) 832-3474
Clear Channel Declares Cash Dividend on Common Stock and
Provides Further Details on Pending Merger
San Antonio, Texas — December 4, 2007...Clear Channel Communications, Inc. (NYSE: CCU) announced today that yesterday its Board of Directors declared a quarterly cash dividend of $0.1875 per share on its Common Stock. The dividend is payable on or before January 15, 2008 to shareholders of record at the close of business on December 31, 2007.
The Company also provided an update on the status of its merger with an affiliate of a private equity group co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (the “Sponsors”). Clear Channel and the Sponsors continue to actively pursue the satisfaction of the conditions to closing of the merger. The remaining material conditions to be satisfied are obtaining the requisite FCC consent and the expiration or termination of the waiting period under the Hart Scott Rodino Act.
Clear Channel is confident that the necessary regulatory conditions will ultimately be satisfied. However, it is not expected that these conditions can be satisfied in time to allow for a closing of the merger prior to the end of 2007.
Clear Channel intends to exercise its right to extend the Termination Date on December 12, 2007 in accordance with the provisions of the Merger Agreement. Once extended, the new Termination Date will be June 12, 2008.
Subject to the receipt of the requisite regulatory approvals and customary closing conditions, Clear Channel expects the closing of the merger will occur during the first quarter 2008.
About Clear Channel Communications, Inc.
Clear Channel Communications, Inc. (NYSE:CCU), headquartered in San Antonio, Texas, is a global leader in the out-of-home advertising industry with radio and television stations and outdoor displays around the world.

 


 

Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clear Channel Communications to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “believe,” “expect,” “anticipate,” “estimates” and “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. The Company cannot provide any assurance that the proposed merger transaction announced on November 16, 2006, and amended April 18, 2007 and May 17, 2007 will be completed, or the terms on which the transaction will be consummated.
Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this document include, but are not limited to: changes in business, political and economic conditions in the U.S. and in other countries in which Clear Channel Communications currently does business (both general and relative to the advertising industry); fluctuations in interest rates; changes in operating performance; shifts in population and other demographics; changes in the level of competition for advertising dollars; fluctuations in operating costs; technological changes and innovations; changes in labor conditions; changes in governmental regulations and policies and actions of regulatory bodies; fluctuations in exchange rates and currency values; changes in tax rates; and changes in capital expenditure requirements; access to capital markets and changes in credit ratings. Other unknown or unpredictable factors also could have material adverse effects on Clear Channel Communications’ future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this document may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this document. Other key risks are described in Clear Channel Communications’ reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. Except as otherwise stated in this document, Clear Channel Communications does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
Important Additional Information Regarding the Merger and Where to Find It:
In connection with the pending merger, CC Media Holdings, Inc. and Clear Channel Communications, Inc. (“Clear Channel”) have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, as amended, that contains a proxy statement/prospectus and other documents regarding the pending transaction. Before making any investment decisions, security holders of Clear Channel are urged to read the proxy statement/prospectus and all other documents regarding the merger, carefully in their entirety, because they contain important information about the pending transaction. Shareholders of Clear Channel may obtain free copies of the proxy statement/prospectus and other documents filed with, or furnished to, the SEC at the SEC’s website at http://www.sec.gov.
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