-----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, MwVFfBDuLWg/22tErKPzAV87VjbO1t6svDMBfTINoNrqoV8qPD5e1xuMTtd06nLH sFqZnzUth/jjnE3/HQWzHA== 0000950134-04-018758.txt : 20041207 0000950134-04-018758.hdr.sgml : 20041207 20041207171040 ACCESSION NUMBER: 0000950134-04-018758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041206 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041207 DATE AS OF CHANGE: 20041207 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: 041188998 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 d20766e8vk.txt FORM 8-K 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 6, 2004 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 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: [ ] 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 (17CFR240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) INFORMATION TO BE INCLUDED IN THIS REPORT ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS On December 6, 2004, Clear Channel sent a notice to its directors and executive officers informing them that a blackout period with respect to the Clear Channel Communications, Inc. Nonqualified Deferred Compensation Plan will be in effect beginning at 4:00 p.m. Eastern Time on December 23, 2004 and is expected to end on January 16, 2005. Clear Channel provided the notice to its directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibits are filed herewith: 99.1 Notice of Blackout Period to Directors and Executive Officers of Clear Channel Communications, Inc., dated December 6, 2004. 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 6, 2004 By: /s/ HERBERT W. HILL, JR. ------------------------------------------- Herbert W. Hill, Jr. Sr. Vice President/Chief Accounting Officer INDEX TO EXHIBITS 99.1 Notice of Blackout Period to Directors and Executive Officers of Clear Channel Communications, Inc., dated December 6, 2004.
EX-99.1 2 d20766exv99w1.txt NOTICE OF BLACKOUT PERIOD EXHIBIT 99.1 December 6, 2004 NOTICE OF BLACKOUT PERIOD TO DIRECTORS AND EXECUTIVE OFFICERS OF CLEAR CHANNEL COMMUNICATIONS, INC. You are receiving this notice to advise you that your ability to trade securities of Clear Channel Communications, Inc. ("CLEAR CHANNEL") will be significantly restricted from 4:00 p.m. Eastern time on December 23, 2004, to January 16, 2005. The transition by the Clear Channel Communications, Inc. Nonqualified Deferred Compensation Plan (the "PLAN") of administration, recordkeeping and trustee services from ICMG/Wells Fargo to Fidelity Investments on January 3, 2005, will necessitate a blackout period that will begin at 4:00 p.m. Eastern time on December 23, 2004, and is expected to end on January 16, 2005 (the "BLACKOUT PERIOD"). (If the ending date of the Blackout Period changes, you will be notified.) During the Blackout Period, Section 306(a) of the Sarbanes-Oxley Act and Section 101(a) of Regulation BTR prohibit any director or executive officer of Clear Channel from, directly or indirectly, entering into any transaction with respect to any equity security of Clear Channel (including stock options and derivative transactions) acquired through a Clear Channel compensation plan. There are a limited number of exceptions to the restrictions described above (including purchases of Clear Channel stock through the Employee Stock Purchase Plan, or through the Clear Channel 401(k) plan), and certain types of transactions continue to be permitted during the Blackout Period. For more information about these exceptions, or if you have any other questions about this notice, please contact Hamlet Newsom, Clear Channel Communications, Inc., 200 East Basse Road, San Antonio, TX 78209, telephone number (210) 822-2828. -----END PRIVACY-ENHANCED MESSAGE-----