As filed with the Securities and Exchange Commission on July 30, 2008

     Registration No. 333-74332

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CLEAR CHANNEL COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Texas		74-1787539
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
200 East Basse Road
San Antonio, TX		78209
(Address of Principal Executive Offices)		(Zip Code)

Clear Channel Communications, Inc.
Nonqualified Deferred Compensation Plan
(Full title of the plan)

Mark P. Mays
Chief Executive Officer
Clear Channel Communications, Inc.
200 East Basse Road
San Antonio, TX 78209
(210) 822-2828
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller Reporting Company o

 

 

Deregistration of Securities

     On November 29, 2001, Clear Channel Communications, Inc., a Texas corporation (the “Company”), filed a Registration Statement on Form S-8, File No. 333-74332 (the “Registration Statement”), registering 15,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), issuable pursuant to the antidilution provisions of the Clear Channel Communications, Inc. Nonqualified Deferred Compensation Plan (the “Plan”). The Registration Statement also registered $75,000,000 of unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan (the “Deferred Compensation Obligations”).

     On July 30, 2008, pursuant to the terms of the Agreement and Plan of Merger, dated as of November 16, 2006, by and among the Company, BT Triple Crown Merger Co., Inc. (“Merger Sub”), B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (together with B Triple Crown Finco, LLC, the “Fincos”), as amended by Amendment No. 1 thereto, dated April 18, 2007, by and among the Company, Merger Sub and the Fincos, as further amended by Amendment No. 2 thereto, dated May 17, 2007, by and among the Company, Merger Sub, the Fincos and CC Media Holdings, Inc. (“Holdings”), and as further amended by Amendment No. 3 thereto, dated May 13, 2008, by and among the Company, Merger Sub, Holdings and the Fincos, Merger Sub merged with and into the Company, with the Company as the surviving entity (the “Merger”).

     In connection with the Merger, this Post-Effective Amendment No. 1 is being filed to deregister (i) all shares of Common Stock registered under the Registration Statement that remain unissued, and (ii) the Deferred Obligations registered under the Registration Statement that have not been paid.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on the 30th day of July, 2008.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, File No. 333-74332, has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Mark P. Mays		Chief Executive Officer and Director		July 30, 2008
Mark P. Mays
/s/ Randall T. Mays*		President and Chief Financial Officer		July 30, 2008
Randall T. Mays		(Principal Financial Officer) and Director
/s/ Herbert W. Hill, Jr.		Senior Vice President/Chief Accounting Officer		July 30, 2008
Herbert W. Hill, Jr.		(Principal Accounting Officer)
/s/ L. Lowry Mays*		Chairman		July 30, 2008
L. Lowry Mays
/s/ Alan D. Feld*		Director		July 30, 2008
Alan D. Feld
/s/ Perry J. Lewis*		Director		July 30, 2008
Perry J. Lewis
/s/ B. J. McCombs*		Director		July 30, 2008
B. J. McCombs
/s/ Phyllis B. Riggins*		Director		July 30, 2008
Phyllis B. Riggins

Signature		Title		Date
/s/ Theodore H. Strauss*		Director		July 30, 2008
Theodore H. Strauss
/s/ J. C. Watts*		Director		July 30, 2008
J. C. Watts
/s/ John H. Williams*		Director		July 30, 2008
John H. Williams
/s/ John B. Zachry*		Director		July 30, 2008
John B. Zachry