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): March 13, 2007
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas
(State or Other Jurisdiction of Incorporation)
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| 001-09645
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74-1787539 |
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(IRS Employer Identification No.) |
200 East Basse Road
San Antonio, Texas 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b)) |
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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 8.01 Other Events.
On March 13, 2007, Clear Channel Communications, Inc. (the “Company”) issued a press release,
a copy of which is furnished as Exhibit 99.1, announcing that the Company’s board of directors has
rescheduled the special meeting of the Company’s shareholders regarding the proposed merger with a
group led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC and has set a new record.
Company shareholders of record as of March 23, 2007, will be entitled to vote at the special
meeting which is now scheduled for April 19, 2007.
Important Additional Information Regarding the Merger will be filed with the SEC:
The Company intends to file a revised proxy statement and other documents regarding the proposed
acquisition of the Company with the Securities and Exchange Commission (the “SEC”). BEFORE MAKING
ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS OF CLEAR CHANNEL COMMUNICATIONS
ARE URGED TO READ THE REVISED PROXY STATEMENT REGARDING THE ACQUISITION, CAREFULLY IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. A revised definitive proxy statement will be sent to the shareholders of the Company
seeking their approval of the transaction. Investors and security holders may obtain free copies
of the proxy statement, and other documents filed with, or furnished to, the SEC by the Company at
the SEC’s website at http://www.sec.gov. In addition, a stockholder who wishes to receive a copy
of the proxy materials, without charge, should submit this request to the Company’s proxy
solicitor, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022
or by calling Innisfree toll-free at (877) 456-3427.
The Company and its directors, executive officers and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from its stockholders in connection
with the proposed acquisition. Information concerning the interests of the Company and the other
participants in the solicitation is set forth in the Company’s definitive proxy statement filed
with the Securities and Exchange Commission in connection with the transactions and Annual Reports
on Form 10-K, previously filed with the Securities and Exchange Commission.
B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (collectively, the “Fincos”) and certain
affiliates and representatives of the Fincos may be deemed to be participants in the solicitation
of proxies from the Company’s stockholders in connection with the transactions. Information
concerning the interests of the Fincos and their affiliates and representatives in the solicitation
is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission in connection with the transactions.
Item 9.01 Financial Statements And Exhibits.
| 99.1 |
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Press Release of Clear Channel Communications, Inc. issued March 13, 2007. |
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