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): August 17, 2005
CLEAR CHANNEL COMMUNICATIONS INC
(Exact Name of Registrant as Specified in its Charter)
Texas
(State or Other Jurisdiction of Incorporation)
001-09645 74-1787539
(Commission File Number) (IRS Employer 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:
[ ] 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
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THIS REPORT
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 17, 2005, SFX Entertainment, Inc., d/b/a Clear Channel
Entertainment ("CCE"), a wholly owned subsidiary of Clear Channel
Communications, Inc. (the "COMPANY"), entered into an employment agreement with
Michael Rapino, as the President and CEO of CCE. It is anticipated that Mr.
Rapino will serve as the President and CEO of CCE Spinco, Inc., a newly created
entity that will hold substantially all of the Company's live entertainment
businesses following the closing of the proposed spin-off of the live
entertainment businesses as announced by the Company on April 29, 2005. The
employment agreement between CCE and Mr. Rapino will be assigned by CCE to CCE
Spinco, Inc. upon the closing of the proposed spin-off.
The term of the employment agreement expires on August 31, 2007, and
automatically renews for successive one-year periods on a daily basis
thereafter. During the employment period, Mr. Rapino shall be paid a minimum
base salary of $550,000 per year and shall be entitled to a performance bonus.
In the event of the termination of Mr. Rapino's employment by CCE without cause
or by Mr. Rapino for good reason, he will be entitled, in addition to the
benefits all employees receive (including all accrued but unpaid base salary and
payments under applicable plans, policies and arrangements), to continue his
employment with CCE as a part-time consultant at his full base salary for a
period of 12 months. In addition, if Mr. Rapino terminates his employment for
good reason because the proposed spin-off of the Company's live entertainment
businesses does not occur prior to December 31, 2006, Mr. Rapino's compensation
as a part-time consultant for the 12 month period following termination will be
increased by $1,000,000. The terms "cause" and "good reason" are all defined in
the employment agreement. Mr. Rapino's agreement also contains certain
restrictive covenants, including covenants not to compete or solicit CCE
employees or vendors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10.1 Employment Agreement between SFX Entertainment, Inc., d/b/a
Clear Channel Entertainment and Michael Rapino, dated August
17, 2005.
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.
CLEAR CHANNEL COMMUNICATIONS, INC.
Date: August 23, 2005 By: /S/ HERBERT W. HILL JR.
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Herbert W. Hill, Jr.
Sr. Vice President/Chief Accounting Officer
INDEX TO EXHIBITS
Exhibit 10.1 Employment Agreement between SFX Entertainment, Inc., d/b/a Clear
Channel Entertainment and Michael Rapino, dated August 17, 2005.