-----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, P9lkYWicTG6s4MI0CPcI8VjvcNDtZteKlJAxYDhssY52FTTrnHrTtij1wDBepbu0 fVQfFadC5KXbx83/bLzfkA== 0000739708-98-000008.txt : 19980413 0000739708-98-000008.hdr.sgml : 19980413 ACCESSION NUMBER: 0000739708-98-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980410 ITEM INFORMATION: FILED AS OF DATE: 19980410 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: SEC FILE NUMBER: 001-09645 FILM NUMBER: 98591688 BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: STE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 CONCORD PLAZA SUITE 600 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) April 10, 1998 (April 1, 1998) Clear Channel Communications, Inc. (Exact name of registrant as specified in its charter) Texas (State of Incorporation) 1-9645 74-1787536 (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) Acquisition or Disposition of Assets. On April 1, 1998, Clear Channel Communications, Inc., (the "Company" or "Registrant"), a Texas corporation, and Universal Outdoor Holdings, Inc. ("Universal"), a Delaware corporation, consummated a merger (the "Merger") whereby UH Merger Sub, Inc. ("Sub") a Delaware corporation and wholly-owned subsidiary of the Company, was merged with and into Universal, an outdoor advertising holding company, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 23, 1997. As a result of the Merger, Universal has become a wholly-owned subsidiary of the Company Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common stock, other than shares owned directly or indirectly by the Company or by Universal, of Universal ("Universal Common Stock") was converted into and became exchangeable for .67 shares of common stock, par value $0.10 per share, of the Company ("Clear Channel Common Stock"). The Company will issue approximately 19.3 million shares of Clear Channel Common Stock in exchange for shares of Universal Common Stock. Item 2.(b) Universal's operations include approximately 34,000 outdoor advertising display faces in 18 markets. The registrant intends to continue to use the assets of Universal to provide outdoor advertising services. Item 7.(a) Financial Statements of Businesses Acquired. The consolidated audited balance sheet of Universal as of December 31, 1997 and the consolidated statement of income and cash flows of Universal for the fiscal year ended December 31, 1997 have been filed with the Securities and Exchange Commission (the "SEC") as part of the Company's Current Report on Form 8-K, dated March 12, 1998 and are incorporated herein by reference. Item 7. (b) Pro Forma Financial Information. The pro forma combined condensed balance sheet of the Company and Universal as of December 31, 1997 and the pro forma combined condensed statement of operations of the Company and Universal for the year ended December 31, 1997 have been filed with the SEC as part of the Company's Current Report on Form 8-K, dated March 12, 1998 and are incorporated herein by reference. Item 7.(c) Exhibits EXHIBIT NO. DESCRIPTION 2.1 -- Agreement and Plan of Merger dated as of October 23, 1997, among Universal Outdoor Holdings, Inc., the Company, and UH Merger Sub, Inc. (previously filed on the Company's Current Report on Form 8-K dated November 3, 1997.) 2.2 -- Resale Agreement dated as of October 23, 1997, by and among the Company and Daniel L. Simon.(previously filed on the Company's Registration Statement on Form S-4 (file No. 333-43747)). 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 April 10, 1998 By /s/HERBERT W. HILL, JR. Herbert W. Hill, Jr. Senior Vice President/ Chief Accounting Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 2.1 -- Agreement and Plan of Merger dated as of October 23, 1997, among Universal Outdoor Holdings, Inc., the Company, and UH Merger Sub, Inc. (previously filed on the Company's Current Report on Form 8-K dated November 3, 1997.) 2.2 -- Resale Agreement dated as of October 23, 1997, by and among the Company and Daniel L. Simon. (previously filed on the Company's Registration Statement on Form S-4 (file No. 333-43747)). -----END PRIVACY-ENHANCED MESSAGE-----