e8vk
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): July 17, 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 |
(Commission File Number)
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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
(Registrants 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:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 8.01 Other Events.
On July 17, 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 has set a new record date
for the special meeting of the Companys shareholders regarding the proposed merger with a group
led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. Company shareholders of record
as of 5:00 p.m. Eastern Daylight Savings Time on July 27, 2007, will be entitled to vote at the
special meeting.
Important Additional Information Regarding the Merger and Where to Find It
In connection with the proposed merger, BT Triple Crown Capital Holdings III, Inc. and the
Company have filed with the Securities and Exchange Commission (the SEC) a registration statement
on Form S-4, as amended, that contains a proxy statement/prospectus and other documents regarding
the proposed transaction. Before making any voting or investment decisions, security holders of
the Company are urged to read the proxy statement/prospectus and all other documents regarding the
proposed transaction carefully in their entirety, because they contain important information about
the proposed transaction. Security holders of the Company may obtain free copies of the proxy
statement/prospectus and other documents filed with, or furnished to, the SEC at the SECs website
at http://www.sec.gov. In addition, a security holder who wishes to receive a copy of these
materials, without charge, should submit a request to the Companys 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 final proxy statement/prospectus will be mailed to
security holders of the Company.
Item 9.01 Financial Statements And Exhibits.
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99.1
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Press Release of Clear Channel Communications, Inc. issued July 17, 2007. |
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.
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CLEAR CHANNEL COMMUNICATIONS, INC.
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Date: July 17, 2007 |
By: |
/s/ Herbert W. Hill
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Herbert W. Hill, |
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SVP Chief Accounting Officer |
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INDEX TO EXHIBITS
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99.1
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Press Release of Clear Channel Communications, Inc. issued July 17, 2007. |