-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P3wkWS/m9vyqQkqw/JrA2sUNZbFC1ivaWVEWGHh3citgfc0dykiWEwgcuIHA5vMk Ynho80Rdnmkq2aqnfFushw== 0000739708-96-000017.txt : 19960928 0000739708-96-000017.hdr.sgml : 19960928 ACCESSION NUMBER: 0000739708-96-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960805 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960820 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 741787539 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09645 FILM NUMBER: 96618326 BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 2: 200 CONCORD PLAZA SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) August 5, 1996 Clear Channel Communications, Inc. (Exact name of registrant as specified in its charter) Texas (State of Incorporation) 1-9645 74-1787539 (Commission File Number) (I.R.S. Employer Identification No.) 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 (210) 822-2828 (Address and telephone number of principal executive offices) Clear Channel Communications, Inc. Form 8-K Item 2.(a) On August 5, 1996, Clear Channel Radio, Inc., a wholly owned subsidiary of Clear Channel Communications, Inc. (the "Company") acquired a total of 5,141,022 shares of Common Stock of Heftel Broadcasting Corporation (Heftel) via a tender offer (269,309 shares) and via a stock purchase agreement with certain selling shareholders of Heftel (4,871,713 shares) for $23.00 per share, net to seller in cash. As a result of the foregoing acquisition, the Company now beneficially owns a total of 7,297,821 shares of Heftel Class A Common Stock, representing approximately 63.2% of the outstanding Heftel Class A Common Stock outstanding. There are no longer any shares of Heftel Class B Common Stock outstanding. Sources of funds utilized in completing this acquisition were provided by the Company's revolving long-term line of credit facility by and between NationsBank of Texas, N.A., as agent, and the Company. Item 2.(b) The assets represented by the stock purchased by registrant's subsidiary were utilized by Heftel for the purposes of radio broadcasting. Registrant intends to continue such use. Clear Channel Communications, Inc. Form 8-K Item 7.(a)-1 Historical Financial Statements It is impracticable to provide the financial statements required under Item 7.(a) as of the required filing date of Form 8-K. Such required financial statements will be filed under cover of Form 8-K/A as soon as available and in no event later than Item 7.(b) Pro Forma Financial Statements It is impracticable to provide the pro forma financial information required under Item 7.(b) as of the required filing date of Form 8-K. Such required pro forma financial information will be filed under cover of Form 8-K/A as soon as avaliable and in no event later than October 19, 1996. Item 7.(c) See index to exhibits following "Signatures." SIGNATURES 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 August 20, 1996 By /s/ L. Lowry Mays L. Lowry Mays, President Date August 20, 1996 By /s/ Herbert W. Hill, Jr. Herbert W. Hill, Jr. Vice President/Controller and Principal Financial Officer Clear Channel Communications, Inc. Form 8-K Item 7.(c) Index to Exhibits Index to Exhibits (a) 3.1 -- Articles of Incorporation, as amended, of Registrant (m) 3.11 -- Articles of Amendment to the Articles of Incorporation of Clear Channel Communications, Inc. (a) 3.2 -- Amended and Restated Bylaws of Registrant (a) 4 -- Buy-Sell Agreement among Clear Channel Communications, Inc., L. Lowry Mays, B. J. McCombs, John M. Schaefer and John W. Barger dated May 31, 1977. (a)10.1 -- Incentive Stock Option Plan of Clear Channel Communications, Inc. as of January 1, 1984. (b)10.2 -- Television Asset Purchase Agreement dated January 27, 1992, by and between Chase Broadcasting of Memphis, Inc. and Clear Channel Television, Inc. (b)10.3 -- Radio Asset Purchase Agreement dated January 31, 1992, by and between Noble Broadcasting of Connecticut, Inc. and Clear Channel Radio, Inc. (b)10.4 -- Radio Asset Purchase Agreement dated April 19, 1992, by and between Edens Broadcasting, Inc. and Clear Channel Radio, Inc. (k)10.33 -- Radio Asset Purchase Agreement dated January 31, 1993, by and between KHFI Venture, LTD. and Clear Channel Radio, Inc. (l)10.34 -- Radio Asset Purchase Agreement dated December 28, 1992, by and between Westinghouse Broadcasting Company, Inc. and Clear Channel Radio, Inc. (c)10.5 -- Radio Asset Purchase Agreement dated December 23, 1992, by and between-Inter-Urban Broadcasting of New Orleans Partnership and Snowden Broadcasting, Inc. (d)10.6 -- Television Asset Purchase Agreement dated August 19, 1993, by and between Television Marketing Group of Memphis, Inc. and Clear Channel Television, Inc. (e)10.7 -- Radio Asset Purchase Agreement April 1, 1993, by and between Capital Broadcasting of Virginia, Inc. and Clear Channel Radio, Inc. (f)10.8 -- Television Asset Purchase Agreement dated August 31, 1993, by and between Nationwide Communications, Inc. and Clear Channel Television, Inc. (g)10.9 -- Radio Asset Merger Agreement dated March 22, 1994, by and between Metroplex Communications, Inc. and Clear Channel Radio, Inc. (h)10.10 -- Radio Partnership Interest Purchase Agreement dated April 5, 1994, by and between Cook Inlet Communications, Inc. and WCC Associates and Clear Channel Radio, Inc. (i)10.11 -- Television Asset Purchase Agreement September 12,1994, by and between Heritage Broadcasting Company of New York, Inc. and Clear Channel Television, Inc. and Clear Channel Television Licenses, Inc. (j)10.12 -- Radio Asset Purchase Agreement dated November 17,1994, by and between Noble Broadcast of Houston, Inc. and Clear Channel Radio, Inc. (k)10.13 -- Australian Radio Network Shareholders Agreement dated February, 1995, by and between APN Broadcasting Investments Pty Ltd, Australian Provincial Newspapers Holdings Limited, APN Broadcasting Pty Ltd and Clear Channel Radio, Inc. and Clear Channel Communications, Inc. (l)10.14 -- $600,000,000 Amended and Restated Credit Agreement Among Clear Channel Communications, Inc., Certain Lenders, and NationsBank of Texas, N.A., as Administrative Lender, dated October 19, 1995. (m)10.15 -- Clear Channel Communications, Inc. 1994 Incentive Stock Option Plan. (m)10.16 -- Clear Channel Communications, Inc. 1994 Nonqualified Stock Option Plan. (m)10.17 -- Clear Channel Communications, Inc. Directors' Nonqualified Stock Option Plan. (m)10.18 -- Option Agreement for Officer (n)10.19 -- Employment Agreement between Clear Channel Communications, Inc. and L. Lowry Mays (o) 10.20 -- Stock Purchase Agreement dated as of March 4, 1996 by and among US Radio Stations, L.P., Blackstone USR Capital Partners L.P., Blackstone USR Offshore Capital Partners L.P., Blackstone Family Investment Partnership II L.P., BCP Radio L.P., BCP Offshore Radio L.P., US Radio Inc., Clear Channel Communications of Memphis, Inc. and Clear Channel Communications, Inc. (p) 10-21 -- Asset Purchase Agreement, dated as of May 9, 1996, by and among REP New England G.P., REP Southeast G.P., REP Ft. Myers G.P., REP Rhode Island G.P., REP Florida G.P., REP WHYN G.P., REP WWBB G.P., S.E. Licensee G.P., REP WCKT G.P. and RI Licensee G.P., Radio Station Management, Inc., Clear Channel Radio, Inc., and Clear Channel Radio Licenses, Inc. (q) 10.22 -- Tender Offer between Clear Channel Radio, Inc. and Heftel Broadcasting Corporation dated June 1, 1996 (q) 10.23 -- Stock Purchase Agreement between Clear Channel Radio, Inc. and Certain Shareholders of Heftel Broadcasting Corporation dated June 1, 1996 (r) 10.24 -- Agreement and Plan of Merger Between Clear Channel Communications, Inc. ("PARENT") and Tichenor Media System, Inc. ("TICHENOR") dated July 9, 1996 (s) 10.25 -- Amended and Restated Credit Agreement dated as of August 1, 1996 among Parent, the Lenders from time to time party thereto and NationsBank of Texas, N.A. (a) -- Incorporated by reference to the exhibits of the Company's Registration Statement on Form S-1(Reg. No. 289161) dated April 19, 1984. (b) -- Incorporated by reference to the Registrant's Form 8-K dated July 14, 1992. (c) -- Incorporated by reference to the Registrant's Form 10-Q dated May 12, 1993. (d) -- Incorporated by reference to the Registrant's Form 8-K dated September 2, 1993. (e) -- Incorporated by reference to the Registrant's Form 10-Q dated November 1, 1993. (f) -- Incorporated by reference to the Registrant's Form 8-K dated October 27, 1993. (g) -- Incorporated by reference to the Registrant's Form 8-K dated October 26, 1994. (h) -- Incorporated by reference to the Registrant's Form 10-Q dated November 14 1994. (i) -- Incorporated by reference to the Registrant's Form 8-K dated December 14, 1994. (j) -- Incorporated by reference to the Registrant's Form 8-K dated January 13, 1995. (k) -- Incorporated by reference to the Registrant's Form 8-K dated May 26, 1995. (l) -- Incorporated by reference to the Registrant's Form 10-Q dated November 14, 1995. (m) -- Incorporated by reference to the Registrant's Form S-8 dated November 20, 1995. (n) -- Incorporated by reference to the Registrant's Form 10-K dated March 29, 1996. (o) -- Incorporated by reference to the Registrant's Form 8-K dated May 24, 1996. (p) -- Incorporated by reference to the Registrant's Form 8-K dated June 5, 1996. (q) -- Incorporated by reference to the Registrant's Amendment 2 to Form S-3 dated June 14, 1996. (r) -- Incorporated by reference to Heftel Broadcasting Corporation's Amendment 2 to Form SC 14D1/A dated July 9, 1996. (s) -- Incorporated by reference to Heftel Broadcasting Corporation's Amendment 4 to Form SC 14D1/A dated August 5, 1996. Exhibit 21 Subsidiaries of Registrant, Clear Channel Communications, Inc. Name State of Incorporation Clear Channel Communications of Memphis, Inc. Texas Clear Channel Television, Inc. Nevada Clear Channel Radio, Inc. Nevada Clear Channel Management, Inc. Delaware Clear Channel Radio Licenses, Inc. Nevada Clear Channel Television Licenses, Inc. Nevada Clear Channel Productions, Inc. Nevada Clear Channel Metroplex, Inc. Nevada Clear Channel Metroplex Licenses, Inc. Nevada Clear Channel Holdings, Inc. Nevada CCR Houston-Nevada, Inc. Nevada Clear Channel Real Estate Nevada -----END PRIVACY-ENHANCED MESSAGE-----