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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 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): 8/5/2005
CLEAR CHANNEL COMMUNICATIONS INC
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-09645
TX 74-1787539
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 E. Basse
San Antonio, TX 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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17CFR240.13e-4(c))
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Items to be Included in this Report
Item 1.01 Entry into a Material Definitive Agreement
On August 5, 2005, Clear Channel Outdoor Holdings, Inc., a wholly-owned
subsidiary of Clear Channel Communications, Inc., (the "Company") entered into
an employment agreement with Paul J. Meyer, which replaced the existing
employment agreement by and between Mr. Meyer and the Company. The initial term
of the new agreement ends on the third anniversary of the date of the agreement;
the term automatically extends one day at a time beginning on the second
anniversary of the date of the agreement, unless one party gives the other one
year's notice of expiration at or prior to the second anniversary of the date of
the agreement. The contract calls for Mr. Meyer to be the President and Chief
Operating Officer of Clear Channel Outdoor Holdings, Inc. for a base salary of
$600,000 in the first year of the agreement; $625,000 in the second year of the
agreement; and $650,000 in the third year of the agreement, subject to
additional annual raises thereafter in accordance with company policies. Mr.
Meyer is also eligible to receive a performance bonus as decided at the sole
discretion of the board of directors and the compensation committee of Clear
Channel Outdoor Holdings, Inc.
Mr. Meyer may terminate his employment at any time after the second
anniversary of the date of the agreement upon one year's written notice. Clear
Channel Outdoor Holdings, Inc. may terminate Mr. Meyer without "Cause" after the
second anniversary of the date of the agreement upon one year's written notice.
"Cause" is narrowly defined in the agreement. If Mr. Meyer is terminated without
"Cause," he is entitled to receive a lump sum payment of accrued and unpaid base
salary and prorated bonus, if any, and any payments to which he may be entitled
under any applicable employee benefit plan. Mr. Meyer is prohibited by his
employment agreement from activities that compete with Clear Channel Outdoor
Holdings, Inc. for one year after he leaves Clear Channel Outdoor Holdings, Inc.
and he is prohibited from soliciting Clear Channel Outdoor Holdings, Inc.
employees for employment for 12 months after termination regardless of the
reason for termination of employment.
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 9, 2005 Clear Channel Communications, Inc. issued a press
release announcing its earnings for the quarter ended June 30, 2005.
The information contained in Exhibit 99.1 is incorporated herein by
reference. The information in this Current Report is being furnished and shall
not be deemed "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
Section. The information in this Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Employment Agreement by and between Clear Channel Outdoor
Holdings, Inc. and Mr. Paul Meyer dated August 5, 2005.
99.1 Press Release of Clear Channel Communications, Inc. issued August
9, 2005.
Signature(s)
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.
CLEAR CHANNEL COMMUNICATIONS, INC.
Date: August 9, 2005 By: /s/ HERBERT W. HILL JR.
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Herbert W. Hill, Jr.
Sr. Vice President/
Chief Accounting Officer
INDEX TO EXHIBITS
10.1 Employment Agreement by and between Clear Channel Outdoor Holdings,
Inc. and Mr. Paul Meyer dated August 5, 2005.
99.1 Press Release of Clear Channel Communications, Inc. issued August 9,
2005.