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): 04/26/2005
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))
Items to be Included in this Report
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 29, 2005 Clear Channel Communications, Inc. issued a press
release announcing its earnings for the quarter ended March 31, 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 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On April 26, 2005, the Board of Directors of Clear Channel
Communications, Inc. (the "Company") approved the Fourth Amended and Restated
By-Laws of the Company which became effective immediately.
The Fourth Amended and Restated By-Laws amended the Company's Third
Amended and Restated By-Laws as follows:
- the registered agent of the Company was changed from L. Lowry
Mays to Mark P. Mays;
- the description of the duties and responsibilities of various
officers of the Company under Article VII of the By-Laws was
changed;
- the office of Chairman of the Board and the office of Chief
Executive Officer were separated;
- the office of Vice Chairman was eliminated; and
- the provision addressing the procedure for the removal of
directors was changed to allow shareholders to remove
directors only for cause;
- the Chief Executive Officer was granted the authority to call
special board and shareholder meetings, sign stock
certificates, and accept resignations of other officers and
directors;
- the number of shares of the Company's common stock that must
be held by holders seeking to call a special meeting of the
shareholders was increased from 10% to 30%;
- a new Article IX providing the Company's officers and
directors with the right to indemnification and the
advancement of expenses to the fullest extent authorized or
permitted by applicable law and certain other related rights
was created (the Third Amended and Restated By-Laws of the
Company, while providing officers, directors and employees of
the Company with the right to limited indemnification, did not
require indemnification or the advancement of expenses to the
fullest extent authorized or permitted by applicable law).
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1 Fourth Amended and Restated By-Laws of Clear Channel
Communications, Inc.
99.1 Press Release of Clear Channel Communications, Inc. issued April
29, 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: April 29, 2005 By: /S/ HERBERT W. HILL, JR.
----------------------------------------
Herbert W. Hill, Jr.
Sr. Vice President/Chief Accounting
Officer
INDEX TO EXHIBITS
3.1 Fourth Amended and Restated By-Laws of Clear Channel Communications, Inc.
99.1 Press Release of Clear Channel Communications, Inc. issued April 29, 2005.