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): June 24, 2008
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:
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 (17CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
o 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.
In connection with the proposed merger of Clear Channel Communications, Inc. (the “Company”)
with a subsidiary of CC Media Holdings, Inc. (“CCM Parent”), a corporation formed by private equity
funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., and the related
financing, CCM Parent will commence distribution of a confidential preliminary offering memorandum
to certain parties on June 24, 2008. A copy of certain excerpts from the confidential preliminary
offering memorandum, which may contain material non-public information, are furnished with this
Current Report on Form 8-K as Exhibit 99.1 attached hereto.
This Current Report on Form 8-K and the statements contained in Exhibit 99.1 do not and shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of any securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
Important Additional Information Regarding the Merger and Where to Find It
In connection with the proposed merger, CC Media Holdings, Inc. and the Company have filed with the
Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 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 SEC’s 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 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 final proxy
statement/prospectus will be mailed to security holders of the Company when available.
Item 9.01 Financial Statements And Exhibits.
| 99.1 |
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Excerpts from Confidential Preliminary Offering Memorandum, dated June 24, 2008. |