Filed by Clear Channel Communications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as
amended
and deemed filed pursuant to
Rule 14a-6
under the Securities Exchange Act of 1934, as amended
Subject Company: Clear Channel Communications, Inc.
Commission File No.:
333-151345
June 25,
2008
Dear Restricted Share Holder,
You are receiving this letter because you held restricted shares
of common stock of Clear Channel Communications, Inc.
(“CCU”) as of 5:00 p.m., New York City
Time, on June 19, 2008, the record date for the special
meeting of our shareholders (the “Special
Meeting”) to vote on the proposed merger of CCU with BT
Triple Crown Merger Co., Inc. (“Merger Sub”),
an indirect wholly owned subsidiary of CC Media Holdings, Inc.
(“Holdings”). The Special Meeting is scheduled
to occur on July 24, 2008. If shareholders representing
two-thirds or more of our outstanding shares vote in favor of
the merger and the merger is consummated, CCU will become an
indirect wholly owned subsidiary of Holdings.
IMPORTANT!: All restricted shares awarded after
April 30, 2007 (“Post-April Restricted
Shares”) will immediately prior to the merger be converted
into restricted shares of Class A Common Stock of Holdings.
This is in accordance with the terms of the restricted stock
agreements under which grants of the Post-April Restricted
Shares were made, which also provide that Post-April Restricted
Shares will continue to be subject to the vesting schedule and
other terms and conditions described therein. Therefore, DO NOT
INCLUDE Post-April Restricted Shares in the elections described
below. You should only consider your holdings of restricted
shares granted prior to May 1, 2007 in your decision of
whether you wish to elect cash or shares in the merger.
Except as described above, you may elect to receive cash or
shares of Class A Common Stock of Holdings for your
restricted shares.
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TO RECEIVE CASH FOR ALL OF YOUR RESTRICTED SHARES YOU
DO NOT NEED TO SUBMIT THE ENCLOSED FORM OF ELECTION (RESTRICTED
SHARES) OR LETTER OF TRANSMITTAL (RESTRICTED SHARES). IF YOU DO
NOT SUBMIT A FORM OF ELECTION (RESTRICTED SHARES) AND LETTER OF
TRANSMITTAL (RESTRICTED SHARES) WITH RESPECT TO YOUR RESTRICTED
SHARES, YOU WILL BE DEEMED TO HAVE MADE A CASH ELECTION AND WILL
BE ENTITLED TO RECEIVE CASH CONSIDERATION WITH RESPECT TO YOUR
RESTRICTED SHARES THAT ARE OUTSTANDING AS OF THE EFFECTIVE DATE
OF THE MERGER.
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FOLLOWING THE CLOSING OF THE MERGER, YOU WILL RECEIVE A
LETTER OF TRANSMITTAL AND YOU MUST COMPLETE, SIGN, DATE, AND
RETURN THAT LETTER OF TRANSMITTAL IN ORDER TO RECEIVE YOUR CASH
MERGER CONSIDERATION.
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TO RECEIVE SHARES OF CLASS A COMMON STOCK OF HOLDINGS
FOR SOME OR ALL OF YOUR RESTRICTED SHARES, YOU MUST SUBMIT
(1) THE ENCLOSED FORM OF ELECTION (RESTRICTED SHARES)
SPECIFYING (A) THE NUMBER OF RESTRICTED SHARES THAT YOU
DESIRE TO CONVERT INTO CASH, IF ANY, AND (B) THE NUMBER OF
RESTRICTED SHARES THAT YOU DESIRE TO CONVERT INTO SHARES OF
CLASS A COMMON STOCK OF HOLDINGS, AND (2) THE ENCLOSED
LETTER OF TRANSMITTAL (RESTRICTED SHARES).* (PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED FORM OF ELECTION (RESTRICTED
SHARES) AND LETTER OF TRANSMITTAL (RESTRICTED SHARES) AND RETURN
THEM TO MELLON INVESTOR SERVICES LLC, THE PAYING AGENT, NO LATER
THAN 5:00 PM, NEW YORK CITY TIME, ON JULY 17, 2008
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* The number of restricted shares you currently hold is a
gross number, while the per share merger consideration you are
eligible to receive will be paid based on a net number of
restricted shares calculated as follows: the number of
restricted shares of Clear Channel common stock held by you less
the number of shares having a value equal to any required tax
withholding. With respect to restricted shares that vest upon
closing of the merger, taxes will be calculated based on the
cash consideration of $36.00; and with respect to restricted
shares that vest between the Election Deadline and the closing
of the merger, taxes will be calculated based on the fair market
value of Clear Channel common stock on the date of vesting.
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(THE “ELECTION DEADLINE”), THE FIFTH BUSINESS DAY
IMMEDIATELY PRECEDING THE DATE OF THE SPECIAL MEETING.
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We have included with this letter the following materials:
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a Frequently Asked Questions, which we refer to as the FAQ, to
explain your choices and the decisions you need to make (we
encourage you to read the FAQ carefully and in its entirety as
it contains important information regarding your election);
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a Form of Election (Restricted Shares) and a Letter of
Transmittal (Restricted Shares), and return envelope, that must
be completed and returned to us on or before 5:00 p.m., New York
City time, on July 17, 2008 in order to receive merger
consideration in the form of shares of Class A common stock
of Holdings or a mix of cash and shares of Class A common
stock of Holdings; and
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a copy of our proxy statement/prospectus which provides
information about the merger.
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As noted above, you do not have to complete the enclosed Form of
Election (Restricted Shares) or Letter of Transmittal
(Restricted Shares) if you wish to receive cash for all of your
restricted shares. However, following the closing of the
merger, you will receive a Letter of Transmittal (Restricted
Shares) and you must complete, sign, date and return that Letter
of Transmittal (Restricted Shares) in order to receive your cash
merger consideration.
ENCLOSED IS A COPY OF OUR PROXY STATEMENT/PROSPECTUS WHICH
PROVIDES INFORMATION ABOUT THE MERGER. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISIONS, YOU ARE URGED TO READ OUR PROXY
STATEMENT/PROSPECTUS AND ALL OTHER DOCUMENTS REGARDING THE
MERGER, CAREFULLY IN THEIR ENTIRETY, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. YOU MAY
OBTAIN FREE COPIES OF THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH, OR FURNISHED TO, THE SECURITIES AND
EXCHANGE COMMISSION (THE “SEC”) AT THE SEC’S
WEBSITE AT HTPP://WWW.SEC.GOV. IN ADDITION, IF YOU WISH TO
RECEIVE A COPY OF THESE MATERIALS, WITHOUT CHARGE, YOU SHOULD
SUBMIT THIS REQUEST TO CCU’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.
If you have any questions regarding the enclosed documents,
please contact Bridget Cornelius, CCP, Director of Compensation
at
(210) 832-3516.
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