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

Registration No. 333-25497

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

TEXAS		74-1787539
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Copy to:
C.N. Franklin Reddick III, Esq.
Akin Gump Strauss Hauer & Feld LLP
2029 Century Park East, Suite 2400
Los Angeles, California 90067
(310) 728-3204
(310) 229-1001 (fax)

     Approximate Date of Commencement of Proposed Sale to the Public: Not Applicable

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional class of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     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):

 

 

TERMINATION OF REGISTRATION

          This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3 (File No. 333-25497) (the “Registration Statement”) of Clear Channel Communications, Inc. (“Clear Channel”).

          On July 30, 2008, pursuant to the terms of the Agreement and Plan of Merger, dated as of November 16, 2006, by and among Clear Channel, 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 Clear Channel, Merger Sub and the Fincos, as further amended by Amendment No. 2 thereto, dated May 17, 2007, by and among Clear Channel, 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 Clear Channel, Merger Sub, Holdings and the Fincos, Merger Sub merged with and into Clear Channel, with Clear Channel as the surviving entity (the “Merger”).

          In connection with the Merger, the effectiveness of the Registration Statement is hereby terminated and all of the securities registered pursuant to the Registration Statement that remain unissued are hereby removed from registration.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, Texas, on the 30th day of July, 2008.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.

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

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