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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 18, 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 |
(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:
o 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 5.04. Temporary Suspension of Trading Under Registrants Employee Benefit Plans
On July 18, 2008 notice was provided to the directors and executive officers of Clear Channel
Communications, Inc. (the Clear Channel) and to the participants and beneficiaries of the Clear
Channel, Inc. 401(k) Savings Plan (the 401(k) Plan) that activity in the Clear Channel Common
Stock Fund (the Stock Fund) under the 401(k) Plan will be closed temporarily to any transactions,
beginning at the closing of trading on July 28, 2008. The blackout period for the Stock Fund is
contingent upon approval by Clear Channels shareholders, at a special meeting to be held on July
24, 2008, of the proposed merger of BT Triple Crown Merger Co., Inc., an indirect subsidiary of CC
Media Holdings, Inc., with and into Clear Channel (the Merger). The blackout period for the
Stock Fund is expected to end as soon as administratively possible after the trustee of the 401(k)
Plan receives the cash consideration to be paid upon the closing of the Merger. Participants in
the 401(k) Plan may obtain information as to whether the blackout period has begun or ended by
visiting Fidelity NetBenefits at www.401k.com or calling the Fidelity Retirement Benefits Line at
1-800-835-5095.
Also, on July 18, 2008 notice was provided to the directors and executive officers of Clear
Channel and to the participants and beneficiaries of the Clear Channel, Inc. Nonqualified Deferred
Compensation Plan (the NQ Plan) that activity in the Company Stock Fund under the NQ Plan, which
consists of deemed investments in Company stock, will be closed temporarily to any transactions,
beginning at the closing of trading on July 28, 2008. The blackout period for the NQ Plan is
contingent upon approval of the Merger at the special meeting to held on July 24, 2008. The
blackout period for the NQ Plan is expected to end on the date the NQ Plan investment funds are
converted to cash and the vested account balances of NQ Plan participants are distributed pursuant
to the terms of the NQ Plan. Directors and executive officers who are participants in the NQ Plan
may obtain information as to whether the blackout period has begun or ended by contacting the Clear
Channel Retirement Benefits Department at 1-210-832-3800/01/03 or via
nq@clearchannel.com or by
contacting Fidelity Investments at 1-800-835-5095.
The closing of the Merger, which is subject to the satisfaction of certain closing conditions,
is expected to occur on July 30, 2008. The notices were provided to its directors and executive
officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of
Regulation BTR. A copy of the notices are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are
incorporated herein by reference.
Item 9.01 Financial Statements And Exhibits.
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99.1
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Clear Channel Communications, Inc. 401(k) Savings Plan (the Plan) Notice of Blackout
Period for The Clear Channel Communications Stock Fund, dated July 18, 2008. |
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99.2
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Notice of Termination of the Clear Channel Nonqualified Deferred Compensation Plan, dated
July 18, 2008. |
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 21, 2008 |
/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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Clear Channel Communications, Inc. 401(k) Savings Plan (the Plan) Notice of Blackout
Period for The Clear Channel Communications Stock Fund, dated July 18, 2008. |
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99.2
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Notice of Termination of the Clear Channel Nonqualified Deferred Compensation Plan, dated
July 18, 2008. |