-----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, NEyGPpRMd3foiae+/AYp5qel6GxACP1kL+TE3bkvMbAjehrJcotyPYCIj7EvT2rY 3NxPBJITDCzmTbf+qXNeCw== 0000950129-05-010904.txt : 20051114 0000950129-05-010904.hdr.sgml : 20051111 20051114061138 ACCESSION NUMBER: 0000950129-05-010904 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051110 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 741787536 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: 051195889 BUSINESS ADDRESS: STREET 1: 200 E BASSE RD CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 8-K 1 h30360e8vk.txt CLEAR CHANNEL COMMUNICATIONS, INC. ================================================================================ UNITED STATES 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): NOVEMBER 10, 2005 CLEAR CHANNEL COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) TEXAS 1-9645 74-1787539 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 200 EAST BASSE ROAD 78209 SAN ANTONIO, TEXAS (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (210) 822-2828 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 8.01. OTHER EVENTS. Our joint press release with Clear Channel Outdoor Holdings, Inc. dated November 10, 2005 concerning the pricing of the initial public offering of the Class A common stock of Clear Channel Outdoor Holdings is filed as Exhibit 99.1 to this report and is incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable (b) Pro forma financial information. Not applicable (c) Exhibits. 99.1 Joint Press Release of Clear Channel Communications, Inc. and Clear Channel Outdoor Holdings, Inc. issued November 10, 2005. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 10, 2005 CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ Herbert W. Hill, Jr. ---------------------------------------- Herbert W. Hill, Jr. Sr. Vice President/ Chief Accounting Officer -3- INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION 99.1 Joint press release of Clear Channel Communications, Inc. and Clear Channel Outdoor Holdings, Inc. issued November 10, 2005. -4- EX-99.1 2 h30360exv99w1.txt JOINT PRESS RELEASE ISSUED NOVEMBER 10, 2005 EXHIBIT 99.1 [CLEAR CHANNEL LOGO] CLEAR CHANNEL OUTDOOR PRICES INITIAL PUBLIC OFFERING San Antonio, Texas -- November 10, 2005. Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) and its parent company, Clear Channel Communications, Inc. (NYSE: CCU), today announced the initial public offering of 35,000,000 shares of Class A common stock of Clear Channel Outdoor Holdings at a price of $18.00 per share, for a total offering of $630,000,000. Trading of Clear Channel Outdoor Holding's Class A common stock is expected to begin tomorrow on the New York Stock Exchange under the ticker symbol "CCO." All of the 35,000,000 shares of Class A common stock were sold by Clear Channel Outdoor Holdings. Clear Channel Outdoor Holdings intends to use all of the net proceeds of the offering to repay outstanding intercompany indebtedness owed by it to Clear Channel Communications. The offering was made through an underwriting syndicate led by Goldman, Sachs & Co. that acted as global coordinator and senior book-running manager. Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC acted as joint book-running managers for the offering. Banc of America Securities LLC, Bear, Stearns & Co., Inc., Credit Suisse First Boston, LLC and A.G. Edwards & Sons, Inc. acted as senior co-managers for the offering. Allen & Company LLC, Barrington Research Associates, Inc., Harris Nesbitt Corp., SunTrust Capital Markets, Inc., Wachovia Capital Markets, LLC, M.R. Beal & Company, a Limited Partnership, Muriel Siebert & Co., Inc. and Samuel A. Ramirez & Company, Inc. acted as junior co-managers for the offering. The 35,000,000 newly issued shares of Class A common stock represent approximately 10% of the combined total of shares of Class A common stock and Class B common stock outstanding immediately following the offering. Holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to 20 votes per share on all matters voted on by stockholders. After the offering, Clear Channel Communications will own all of the outstanding shares of Class B common stock of Clear Channel Outdoor Holdings, representing approximately 99% of the total voting power of Clear Channel Outdoor Holdings' common stock immediately after the offering. A registration statement relating to the Class A common stock has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of these securities will be made only by means of a prospectus. A copy of the final prospectus related to these securities may be obtained, when available, at www.sec.gov or by contacting: Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004, Attention: Prospectus Department (212-902-1171). ABOUT CLEAR CHANNEL OUTDOOR HOLDINGS Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), headquartered in San Antonio, Texas, provides its clients with advertising opportunities through billboards, street furniture displays, transit displays and other out-of-home advertising displays that it owns or operates in key markets worldwide. ABOUT CLEAR CHANNEL COMMUNICATIONS 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, outdoor displays and entertainment venues around the world. FOR FURTHER INFORMATION ABOUT CLEAR CHANNEL OUTDOOR HOLDINGS Investors: Randy Palmer Senior Vice President of Investor Relations (210) 832-3315 Media: Lisa Dollinger Chief Communications Officer (210) 832-3474 or visit our corporate website at www.clearchanneloutdoor.com. -----END PRIVACY-ENHANCED MESSAGE-----