- Clear Channel Communications, Inc. proposes to sell $250 million of 5.5% Notes Due 2016 to underwriters through an underwriting agreement.
- The filing includes the underwriting agreement as an exhibit, as well as an opinion from counsel and details of the supplemental indenture governing the notes.
- The proceeds from the public offering will be used for general corporate purposes.
- Clear Channel Communications, Inc. proposed to sell $250 million of 4.5% Notes Due 2010 through an underwriting agreement with UBS Securities LLC.
- The filing includes the underwriting agreement as an exhibit, as well as an opinion from Akin Gump Strauss Hauer & Feld LLP and the eighteenth supplemental indenture between Clear Channel Communications and The Bank of New York.
- The proceeds from the public offering of the notes were to be used for general corporate purposes.
- Clear Channel Communications, Inc. filed an 8-K report announcing the public offering of $750 million of its 5.5% Notes Due 2014.
- The offering closed on September 20, 2004, with the net proceeds to be used for general corporate purposes.
- The 8-K filing included the underwriting agreement for the notes offering, an opinion on the validity of the notes, and the supplemental indenture establishing the terms of the notes.
Clear Channel Communications proposes to sell $250 million in senior notes to underwriters. The filing includes an underwriting agreement and legal opinions related to the sale. Proceeds will be used for general corporate purposes. The document provides details on the terms of the agreement, representations and warranties about the company and its financials, as well as disclosures of legal proceedings.
Clear Channel Communications proposes to sell $250 million in 4.40% senior notes due 2011 and $250 million in 4.90% senior notes due 2015. The filing includes the underwriting agreement, an opinion from Akin Gump Strauss Hauer & Feld LLP, and a supplemental indenture between Clear Channel and the Bank of New York as trustee. Clear Channel represents that it has authorization to issue the notes and will use the proceeds in accordance with its shelf registration statement on Form S-3.
Clear Channel Communications filed an 8-K form with the SEC on May 2, 2003 regarding the sale of $500 million in senior notes. The filing included an underwriting agreement for the sale of the notes, an opinion on the transaction from the company's law firm, and a supplemental indenture between the company and trustee regarding the terms of the notes. The company's Chief Accounting Officer signed the filing.
Clear Channel Communications, Inc. filed an 8-K to announce it entered into an underwriting agreement to sell $500 million of 6.25% Notes Due 2011. The underwriting agreement was signed on March 14, 2006 with Banc of America Securities LLC and Wachovia Capital Markets, LLC. Closing of the offering is expected to occur on March 21, 2006. The 8-K filing included the underwriting agreement as an exhibit.
Clear Channel Communications, Inc. filed a Form 8-K with the SEC to report the issuance of $300 million in senior notes. The filing includes an underwriting agreement for the notes offering, an opinion on the legality of the offering from the company's counsel, and a supplemental indenture governing the terms of the notes. The company represents in the filing that it has authorization to issue the notes and that the offering complies with applicable securities laws.
Clear Channel Communications, Inc. filed a Form 8-K with the SEC on March 18, 2003 regarding the offer and sale of $200 million in aggregate principal amount of 4.625% Senior Notes due 2008. The filing included an underwriting agreement for the notes offering, an opinion on the legality of the notes from the company's counsel, and a supplemental indenture governing the terms of the notes. The company represented that the registration statement for the notes complied with applicable regulations and did not contain any untrue statements of material fact. Proceeds from the notes offering would be used for general corporate purposes.
- Clear Channel Communications, Inc. proposed to sell $250 million of 4.5% Notes Due 2010 through an underwriting agreement with UBS Securities LLC.
- The filing includes the underwriting agreement as an exhibit, as well as an opinion from Akin Gump Strauss Hauer & Feld LLP and the eighteenth supplemental indenture between Clear Channel Communications and The Bank of New York.
- The proceeds from the public offering of the notes were to be used for general corporate purposes.
- Clear Channel Communications, Inc. filed an 8-K report announcing the public offering of $750 million of its 5.5% Notes Due 2014.
- The offering closed on September 20, 2004, with the net proceeds to be used for general corporate purposes.
- The 8-K filing included the underwriting agreement for the notes offering, an opinion on the validity of the notes, and the supplemental indenture establishing the terms of the notes.
Clear Channel Communications proposes to sell $250 million in senior notes to underwriters. The filing includes an underwriting agreement and legal opinions related to the sale. Proceeds will be used for general corporate purposes. The document provides details on the terms of the agreement, representations and warranties about the company and its financials, as well as disclosures of legal proceedings.
Clear Channel Communications proposes to sell $250 million in 4.40% senior notes due 2011 and $250 million in 4.90% senior notes due 2015. The filing includes the underwriting agreement, an opinion from Akin Gump Strauss Hauer & Feld LLP, and a supplemental indenture between Clear Channel and the Bank of New York as trustee. Clear Channel represents that it has authorization to issue the notes and will use the proceeds in accordance with its shelf registration statement on Form S-3.
Clear Channel Communications filed an 8-K form with the SEC on May 2, 2003 regarding the sale of $500 million in senior notes. The filing included an underwriting agreement for the sale of the notes, an opinion on the transaction from the company's law firm, and a supplemental indenture between the company and trustee regarding the terms of the notes. The company's Chief Accounting Officer signed the filing.
Clear Channel Communications, Inc. filed an 8-K to announce it entered into an underwriting agreement to sell $500 million of 6.25% Notes Due 2011. The underwriting agreement was signed on March 14, 2006 with Banc of America Securities LLC and Wachovia Capital Markets, LLC. Closing of the offering is expected to occur on March 21, 2006. The 8-K filing included the underwriting agreement as an exhibit.
Clear Channel Communications, Inc. filed a Form 8-K with the SEC to report the issuance of $300 million in senior notes. The filing includes an underwriting agreement for the notes offering, an opinion on the legality of the offering from the company's counsel, and a supplemental indenture governing the terms of the notes. The company represents in the filing that it has authorization to issue the notes and that the offering complies with applicable securities laws.
Clear Channel Communications, Inc. filed a Form 8-K with the SEC on March 18, 2003 regarding the offer and sale of $200 million in aggregate principal amount of 4.625% Senior Notes due 2008. The filing included an underwriting agreement for the notes offering, an opinion on the legality of the notes from the company's counsel, and a supplemental indenture governing the terms of the notes. The company represented that the registration statement for the notes complied with applicable regulations and did not contain any untrue statements of material fact. Proceeds from the notes offering would be used for general corporate purposes.
Clear Channel Communications, Inc. filed a Form 8-K with the SEC to report that it had entered into an underwriting agreement to issue $500 million of 6.25% senior notes due 2011. The filing includes exhibits providing the opinion of legal counsel that the notes, when executed and authenticated according to the terms of the indenture agreement, will be valid and binding obligations of Clear Channel. The net proceeds from the note offering will be used for general corporate purposes.
Clear Channel Communications, Inc. filed a Form 8-K on August 16, 2006 to report on the public offering and closing of $250 million of 6.25% Notes due 2011 on August 15, 2006. The filing included an underwriting agreement as Exhibit 1.1, an opinion of counsel as Exhibit 5.1, and a supplemental indenture as Exhibit 10.1. The purpose of the report and accompanying exhibits was to satisfy SEC reporting requirements regarding the offering and terms of the notes issued.
- Clear Channel Communications filed an 8-K form with the SEC announcing earnings results for Q1 2005 and amendments to its bylaws
- The bylaws were amended to separate the roles of Chairman and CEO, increase the shareholding requirement to call a special shareholder meeting, and provide officers and directors expanded indemnification rights
- Key changes to the bylaws include separating the Chairman and CEO roles, eliminating the Vice Chairman role, allowing only shareholders to remove directors for cause, and granting the CEO authority over certain corporate actions
The document summarizes Clear Channel Communications filing a Form 8-K with the SEC. It announces setting a new record date of January 22, 2007 for shareholders to vote on approving the merger agreement between Clear Channel and BT Triple Crown Merger Co. It also provides information that additional details about the proposed merger will be filed with the SEC in a proxy statement, and that shareholders and investors should read this proxy statement which will contain important information. It identifies that Clear Channel and its directors may be deemed participants in soliciting shareholder votes for the proposed merger.
This document is Sunoco Inc.'s SEC Form 10-K for the 2004 fiscal year. It provides an overview of Sunoco's business operations, which include petroleum refining and marketing, chemicals manufacturing, logistics services, and cokemaking. In 2004, Sunoco acquired a refinery in New Jersey and retail gas stations in several states, and sold interests in some chemical facilities. The filing includes details on Sunoco's five business segments and financial information for the previous three years.
This document is Dover Corporation's annual report (Form 10-K) filed with the United States Securities and Exchange Commission for the fiscal year ending December 31, 2004. It provides an overview of Dover's business operations, including its strategy of acquiring niche manufacturing companies and providing them with autonomy. It describes Dover's four business segments at the time, and notes that effective January 1, 2005 it reorganized into six new segments comprising 13 groups. The report also discusses Dover's acquisition and divestiture activities, management philosophy, and business strategies around growth and capital allocation.
Clear Channel Communications filed an 8-K to announce that it has set a record date of December 18, 2006 for its shareholders to vote on a proposed merger agreement. It also announced that its "go-shop" period to solicit other bids had expired on December 7, 2006 without any competing offers being received. The filing provides information on the special shareholder meeting to consider and vote on the proposed merger and advises that additional information will be filed with the SEC, including a proxy statement for shareholder approval of the transaction.
This document is Sunoco Inc.'s annual report (Form 10-K) filed with the SEC for the 2005 fiscal year. It provides information on Sunoco's business operations, organizational structure, financial performance, risk factors, and other disclosures required by the SEC. Specifically, it summarizes that Sunoco operates in five business segments: Refining and Supply, Retail Marketing, Chemicals, Logistics, and Coke. It owns and operates five petroleum refineries in the US and markets fuels through a network of over 4,700 retail outlets.
This document is Sunoco Inc.'s annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2006. It provides information on Sunoco's business operations, which are organized into five segments: Refining and Supply, Retail Marketing, Chemicals, Logistics, and Coke. It summarizes details for each segment such as facilities, capacity, throughput and production for refining, retail sites for retail marketing, and joint venture details for various chemical plants.
The plaintiff Southeastern Pennsylvania Transportation Authority (SEPTA) filed a class action lawsuit against The Bank of New York Mellon Corporation (BNY Mellon) on behalf of itself and other similarly situated clients of BNY Mellon. The lawsuit alleges that from at least 2000, BNY Mellon manipulated foreign currency exchange transactions to maximize profits for itself by charging inflated exchange rates when clients bought foreign currency and deflated rates when clients sold foreign currency. The lawsuit seeks to recover unlawful profits obtained through these practices and obtain injunctive relief. Jurisdiction and venue are proper as BNY Mellon is headquartered in New York.
This document is the annual report filed by DaVita Inc. with the Securities and Exchange Commission for the fiscal year ended December 31, 2005. It summarizes that DaVita is a leading provider of dialysis services in the US, operating over 1,200 dialysis centers serving about 96,000 patients. In October 2005, DaVita acquired DVA Renal Healthcare, adding over 500 centers and expanding its patient base to over 140,000. The report provides an overview of DaVita's business operations, services, and quality management programs for renal care.
La Présidence paie 100 millions de FCFA à un Cabinet américain pour justifier...leral
This document is an exhibit to a registration statement filed with the U.S. Department of Justice pursuant to the Foreign Agents Registration Act. It provides details about the foreign principal, the Republic of Senegal, and the registrant's work on its behalf, including that the registrant deals with Senegal's President Abdoulaye Wade and represents the Office of the President. It is signed by a partner at the registrant law firm to confirm the accuracy of the information.
First American sent its shareholders its 2007 Form 10-K and amendment instead of the annual report and proxy materials. The company's board will set a date for the annual shareholder meeting where proxy materials and a summary annual report will be provided. First American is separating its Financial Services and Information Solutions businesses into two independent publicly traded companies and will provide updates on its website and SEC filings.
Clear Channel Communications filed a Form 8-K with the SEC announcing that Clear Channel Outdoor Holdings filed an S-1 registration statement for its planned IPO of common stock. Additionally, CCE Spinco filed a Form 10 registration statement for its planned spin-off from Clear Channel Communications to operate its live entertainment business as a separate publicly traded company. Both registration statements are pending SEC review and effectiveness. Certain statements in the filing constitute forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially.
This document is SUPERVALU INC.'s annual report on Form 10-K filed with the SEC. It provides an overview of SUPERVALU's business operations including its retail store formats, supply chain services, growth strategies, and proposed acquisition of Albertson's Inc. which would make SUPERVALU one of the largest grocery retailers in the US with over 2,500 stores and $44 billion in revenue following the closing of the transaction.
This document provides a notice of a blackout period to directors and executive officers of Clear Channel Communications, Inc. It summarizes that there will be a blackout period for the Clear Channel Communications, Inc. Nonqualified Deferred Compensation Plan during its transition of administration to Fidelity Investments from December 23, 2004 to January 16, 2005. During this blackout period, directors and executive officers are prohibited from trading Clear Channel securities acquired through company plans, as required by Sarbanes-Oxley regulations. Limited exceptions apply.
1) Micron Technology, Inc. is filing an amendment to their Form 8-K to correct share numbers that were incorrectly reported in an earlier filing.
2) The amendment discloses that the company accelerated the vesting of restricted stock held by their former CFO, W.G. Stover, Jr., who resigned in November 2007 after 20 years with the company.
3) Under the terms of his severance agreement, 26,467 shares were scheduled to vest within a year of his termination, but the company opted to also accelerate the vesting of an additional 19,600 shares held by Mr. Stover given his long tenure.
Kaaihue's Preliminary Title Report, as of Mar. 2021, dates back to 1970Angela Kaaihue
This preliminary report was issued on May 8, 2020 by Hawaii Title Agency, LLC for 98-673 Kilinoe Street, Aiea, HI 96701. The report provides information on the title to the property, which is currently vested in Angela Sue Kaaihue and Yong Nam Fryer as joint tenants. The report lists 31 exceptions that may affect the insurable title, including easements, deed restrictions, and legal orders regarding access rights.
Clear Channel Communications reported financial results for the second quarter of 2007, with revenue increasing 5% to $1.8 billion compared to the second quarter of 2006. Operating expenses grew 6% to $1.1 billion, and income before discontinued operations increased 21% to $208.7 million. By division, radio revenues grew 1% to $918 million while outdoor advertising revenues increased 12% to $837 million. The company also provided an outlook for the third quarter and full year 2007, with radio revenues pacing down 1.5% and 0.2% respectively, while outdoor revenues were pacing up 10.6% for Q3 and 7.2% for the full year.
The document is an employment agreement between SFX Entertainment (d/b/a Clear Channel Entertainment) and Michael Rapino for his role as President and CEO. It outlines the terms of his employment including a term until August 2007 with annual extensions, base salary of $550,000, eligibility for annual performance bonuses, and stock option grants contingent upon a planned spin-off. It also details benefits, paid time off, reimbursement of expenses, and contains standard nondisclosure and nonsolicitation clauses.
CC Media Holdings reported its second quarter 2008 results. Revenue increased 2% to $1.83 billion due to foreign exchange movements, while expenses rose 6% to $1.19 billion including foreign exchange effects. Income before discontinued operations increased 28% to $277 million and diluted EPS rose 27% to $0.56. Radio revenue fell 6% due to weakness in advertising, while outdoor revenue rose 9% including foreign exchange effects. The company completed its acquisition of Clear Channel on July 30, 2008.
The document is Clear Channel Communications' annual report on Form 10-K for the fiscal year ended December 31, 2005. It provides an overview of Clear Channel's business operations, financial performance, risks, properties, legal proceedings, and other required disclosures. Specifically, it notes that Clear Channel owns radio stations and outdoor advertising displays across the United States and internationally. It also previously operated a live entertainment business that was spun off in 2005. The report includes segment financial data and discusses Clear Channel's strategy of serving local communities through diverse media assets.
Clear Channel Communications, Inc. filed a Form 8-K with the SEC to report that it had entered into an underwriting agreement to issue $500 million of 6.25% senior notes due 2011. The filing includes exhibits providing the opinion of legal counsel that the notes, when executed and authenticated according to the terms of the indenture agreement, will be valid and binding obligations of Clear Channel. The net proceeds from the note offering will be used for general corporate purposes.
Clear Channel Communications, Inc. filed a Form 8-K on August 16, 2006 to report on the public offering and closing of $250 million of 6.25% Notes due 2011 on August 15, 2006. The filing included an underwriting agreement as Exhibit 1.1, an opinion of counsel as Exhibit 5.1, and a supplemental indenture as Exhibit 10.1. The purpose of the report and accompanying exhibits was to satisfy SEC reporting requirements regarding the offering and terms of the notes issued.
- Clear Channel Communications filed an 8-K form with the SEC announcing earnings results for Q1 2005 and amendments to its bylaws
- The bylaws were amended to separate the roles of Chairman and CEO, increase the shareholding requirement to call a special shareholder meeting, and provide officers and directors expanded indemnification rights
- Key changes to the bylaws include separating the Chairman and CEO roles, eliminating the Vice Chairman role, allowing only shareholders to remove directors for cause, and granting the CEO authority over certain corporate actions
The document summarizes Clear Channel Communications filing a Form 8-K with the SEC. It announces setting a new record date of January 22, 2007 for shareholders to vote on approving the merger agreement between Clear Channel and BT Triple Crown Merger Co. It also provides information that additional details about the proposed merger will be filed with the SEC in a proxy statement, and that shareholders and investors should read this proxy statement which will contain important information. It identifies that Clear Channel and its directors may be deemed participants in soliciting shareholder votes for the proposed merger.
This document is Sunoco Inc.'s SEC Form 10-K for the 2004 fiscal year. It provides an overview of Sunoco's business operations, which include petroleum refining and marketing, chemicals manufacturing, logistics services, and cokemaking. In 2004, Sunoco acquired a refinery in New Jersey and retail gas stations in several states, and sold interests in some chemical facilities. The filing includes details on Sunoco's five business segments and financial information for the previous three years.
This document is Dover Corporation's annual report (Form 10-K) filed with the United States Securities and Exchange Commission for the fiscal year ending December 31, 2004. It provides an overview of Dover's business operations, including its strategy of acquiring niche manufacturing companies and providing them with autonomy. It describes Dover's four business segments at the time, and notes that effective January 1, 2005 it reorganized into six new segments comprising 13 groups. The report also discusses Dover's acquisition and divestiture activities, management philosophy, and business strategies around growth and capital allocation.
Clear Channel Communications filed an 8-K to announce that it has set a record date of December 18, 2006 for its shareholders to vote on a proposed merger agreement. It also announced that its "go-shop" period to solicit other bids had expired on December 7, 2006 without any competing offers being received. The filing provides information on the special shareholder meeting to consider and vote on the proposed merger and advises that additional information will be filed with the SEC, including a proxy statement for shareholder approval of the transaction.
This document is Sunoco Inc.'s annual report (Form 10-K) filed with the SEC for the 2005 fiscal year. It provides information on Sunoco's business operations, organizational structure, financial performance, risk factors, and other disclosures required by the SEC. Specifically, it summarizes that Sunoco operates in five business segments: Refining and Supply, Retail Marketing, Chemicals, Logistics, and Coke. It owns and operates five petroleum refineries in the US and markets fuels through a network of over 4,700 retail outlets.
This document is Sunoco Inc.'s annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2006. It provides information on Sunoco's business operations, which are organized into five segments: Refining and Supply, Retail Marketing, Chemicals, Logistics, and Coke. It summarizes details for each segment such as facilities, capacity, throughput and production for refining, retail sites for retail marketing, and joint venture details for various chemical plants.
The plaintiff Southeastern Pennsylvania Transportation Authority (SEPTA) filed a class action lawsuit against The Bank of New York Mellon Corporation (BNY Mellon) on behalf of itself and other similarly situated clients of BNY Mellon. The lawsuit alleges that from at least 2000, BNY Mellon manipulated foreign currency exchange transactions to maximize profits for itself by charging inflated exchange rates when clients bought foreign currency and deflated rates when clients sold foreign currency. The lawsuit seeks to recover unlawful profits obtained through these practices and obtain injunctive relief. Jurisdiction and venue are proper as BNY Mellon is headquartered in New York.
This document is the annual report filed by DaVita Inc. with the Securities and Exchange Commission for the fiscal year ended December 31, 2005. It summarizes that DaVita is a leading provider of dialysis services in the US, operating over 1,200 dialysis centers serving about 96,000 patients. In October 2005, DaVita acquired DVA Renal Healthcare, adding over 500 centers and expanding its patient base to over 140,000. The report provides an overview of DaVita's business operations, services, and quality management programs for renal care.
La Présidence paie 100 millions de FCFA à un Cabinet américain pour justifier...leral
This document is an exhibit to a registration statement filed with the U.S. Department of Justice pursuant to the Foreign Agents Registration Act. It provides details about the foreign principal, the Republic of Senegal, and the registrant's work on its behalf, including that the registrant deals with Senegal's President Abdoulaye Wade and represents the Office of the President. It is signed by a partner at the registrant law firm to confirm the accuracy of the information.
First American sent its shareholders its 2007 Form 10-K and amendment instead of the annual report and proxy materials. The company's board will set a date for the annual shareholder meeting where proxy materials and a summary annual report will be provided. First American is separating its Financial Services and Information Solutions businesses into two independent publicly traded companies and will provide updates on its website and SEC filings.
Clear Channel Communications filed a Form 8-K with the SEC announcing that Clear Channel Outdoor Holdings filed an S-1 registration statement for its planned IPO of common stock. Additionally, CCE Spinco filed a Form 10 registration statement for its planned spin-off from Clear Channel Communications to operate its live entertainment business as a separate publicly traded company. Both registration statements are pending SEC review and effectiveness. Certain statements in the filing constitute forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially.
This document is SUPERVALU INC.'s annual report on Form 10-K filed with the SEC. It provides an overview of SUPERVALU's business operations including its retail store formats, supply chain services, growth strategies, and proposed acquisition of Albertson's Inc. which would make SUPERVALU one of the largest grocery retailers in the US with over 2,500 stores and $44 billion in revenue following the closing of the transaction.
This document provides a notice of a blackout period to directors and executive officers of Clear Channel Communications, Inc. It summarizes that there will be a blackout period for the Clear Channel Communications, Inc. Nonqualified Deferred Compensation Plan during its transition of administration to Fidelity Investments from December 23, 2004 to January 16, 2005. During this blackout period, directors and executive officers are prohibited from trading Clear Channel securities acquired through company plans, as required by Sarbanes-Oxley regulations. Limited exceptions apply.
1) Micron Technology, Inc. is filing an amendment to their Form 8-K to correct share numbers that were incorrectly reported in an earlier filing.
2) The amendment discloses that the company accelerated the vesting of restricted stock held by their former CFO, W.G. Stover, Jr., who resigned in November 2007 after 20 years with the company.
3) Under the terms of his severance agreement, 26,467 shares were scheduled to vest within a year of his termination, but the company opted to also accelerate the vesting of an additional 19,600 shares held by Mr. Stover given his long tenure.
Kaaihue's Preliminary Title Report, as of Mar. 2021, dates back to 1970Angela Kaaihue
This preliminary report was issued on May 8, 2020 by Hawaii Title Agency, LLC for 98-673 Kilinoe Street, Aiea, HI 96701. The report provides information on the title to the property, which is currently vested in Angela Sue Kaaihue and Yong Nam Fryer as joint tenants. The report lists 31 exceptions that may affect the insurable title, including easements, deed restrictions, and legal orders regarding access rights.
Clear Channel Communications reported financial results for the second quarter of 2007, with revenue increasing 5% to $1.8 billion compared to the second quarter of 2006. Operating expenses grew 6% to $1.1 billion, and income before discontinued operations increased 21% to $208.7 million. By division, radio revenues grew 1% to $918 million while outdoor advertising revenues increased 12% to $837 million. The company also provided an outlook for the third quarter and full year 2007, with radio revenues pacing down 1.5% and 0.2% respectively, while outdoor revenues were pacing up 10.6% for Q3 and 7.2% for the full year.
The document is an employment agreement between SFX Entertainment (d/b/a Clear Channel Entertainment) and Michael Rapino for his role as President and CEO. It outlines the terms of his employment including a term until August 2007 with annual extensions, base salary of $550,000, eligibility for annual performance bonuses, and stock option grants contingent upon a planned spin-off. It also details benefits, paid time off, reimbursement of expenses, and contains standard nondisclosure and nonsolicitation clauses.
CC Media Holdings reported its second quarter 2008 results. Revenue increased 2% to $1.83 billion due to foreign exchange movements, while expenses rose 6% to $1.19 billion including foreign exchange effects. Income before discontinued operations increased 28% to $277 million and diluted EPS rose 27% to $0.56. Radio revenue fell 6% due to weakness in advertising, while outdoor revenue rose 9% including foreign exchange effects. The company completed its acquisition of Clear Channel on July 30, 2008.
The document is Clear Channel Communications' annual report on Form 10-K for the fiscal year ended December 31, 2005. It provides an overview of Clear Channel's business operations, financial performance, risks, properties, legal proceedings, and other required disclosures. Specifically, it notes that Clear Channel owns radio stations and outdoor advertising displays across the United States and internationally. It also previously operated a live entertainment business that was spun off in 2005. The report includes segment financial data and discusses Clear Channel's strategy of serving local communities through diverse media assets.
Clear Channel Communications entered into an agreement to be acquired by private equity firms affiliated with Thomas H. Lee Partners and Bain Capital Partners. Under the terms of the agreement, shareholders will receive $37.60 per share in cash. The agreement includes provisions allowing Clear Channel to solicit other bids until certain dates and requires Clear Channel to pay termination fees to the buyers under certain circumstances. The employment agreements of key executives were also amended in connection with the transaction.
Clear Channel Communications announced a strategic realignment plan involving its businesses to enhance shareholder value. The plan includes an IPO of 10% of Clear Channel Outdoor, a spin-off of 100% of Clear Channel Entertainment, a $3.00 per share special dividend, and a 50% increase in the recurring quarterly dividend. The transactions are expected to highlight the value of each business and allow them to pursue growth opportunities independently while returning significant capital to shareholders. Completion of the plan is subject to various approvals and conditions.
This document is VF Corporation's 2003 annual report. It discusses the company's financial performance in 2003 and strategies for its brands. The report emphasizes VF Corporation's focus on understanding consumer lifestyles and styling life through their portfolio of brands. It highlights initiatives for major brands like Lee, Wrangler, and Vanity Fair to expand product lines and connect with target audiences. The annual report communicates VF Corporation's vision of continuing to strengthen their position as the world's largest apparel company by serving individual lifestyles through their brands globally.
Clear Channel Communications filed an 8-K form with the SEC to provide notice of amendments to stock option agreements and restricted stock award agreements under its 2001 Stock Incentive Plan. The filing includes exhibits with the full text of the amended agreement forms. The purpose of the amendments is to permit electronic acceptance of the agreements.
This document is Dover Corporation's annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2006. It provides an overview of Dover's business operations, reporting segments, management structure, acquisition strategy, and key financial data for fiscal year 2006. Dover operates through six business segments that manufacture specialized industrial products and equipment. It pursues a decentralized management approach and acquisition strategy focused on niche market leaders.
- The document is a letter from the Chairman and CEO of First American Corporation to shareholders updating them on the company's annual report and proxy materials for 2007.
- Instead of sending a traditional annual report and proxy statement, the company is sending its 2007 Form 10-K and amendment, which includes most of the information that would be in the proxy statement.
- The annual shareholder meeting date has not yet been set, but once it is, shareholders will receive proxy materials and a summary annual report highlighting the company's financial performance and changes ahead.
This document is Dover Corporation's annual report on Form 10-K for the fiscal year ending December 31, 2002 filed with the United States Securities and Exchange Commission. It provides an overview of Dover's business strategy, management philosophy, acquisition and divestiture activities, and descriptions of its four business segments and their operating companies. Dover is a diversified industrial manufacturing company comprised of about 50 operating companies that manufacture specialized industrial products and equipment.
This document is an amendment to Micron Technology, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended December 4, 2003. It is being filed to replace the certifications of the Chief Executive Officer and Chief Financial Officer to reflect new language requirements. No other changes are being made except revisions to the certifications. The amendment provides concise summaries of key exhibits and reports filed during the quarter.
The document is a Form 8-K filed by Clear Channel Communications, Inc. with the SEC reporting amendments to its bylaws approved by the board on July 25, 2006. The amendments included changing the director election standard from plurality to majority vote in uncontested elections, adding provisions around director resignations, and strengthening shareholder proposal requirements. Additional minor amendments regarding meeting notices and board vacancies were also made. The amended bylaws are attached as an exhibit.
- Micron Technology and Lexar Media announced an amendment to their merger agreement that increases the exchange ratio of Lexar shares for Micron shares from 0.5625 to 0.5925 shares of Micron stock for each Lexar share.
- The amendment was unanimously approved by the boards of directors of both companies. Updated proxy materials will be filed with the SEC and sent to Lexar shareholders.
- The special meeting of Lexar shareholders to vote on the merger was adjourned to June 16, 2006. Lexar shareholders are urged to vote in favor of adopting the amended merger agreement.
Realogy Corporation announced amendments to its invitation for commitments of up to $500 million in new second lien term loans. The amendments extended the termination date to December 19th and standardized the consideration required to fund commitments accepted after November 26th at the same levels as earlier commitments. Over $237 million in commitments have already been received, for which Realogy has received over $500 million in existing notes. Commitments and delivered notes can no longer be rescinded or withdrawn.
Realogy Corporation announced amendments to its invitation for commitments of up to $500 million in new second lien term loans. The amendments extended the termination date to December 19th and equalized the consideration required for commitments made before or after November 26th, with all commitments now requiring delivery of the same amount of existing notes. Realogy has received around $237 million in commitments to date, for which holders have delivered approximately $181 million of subordinated notes, $328 million of cash notes, and $15 million of toggle notes. The closing date remains December 23rd.
This document is a Form 10-K filed by Unisys Corporation with the Securities and Exchange Commission for the fiscal year ended December 31, 2004. It provides an overview of Unisys' business operations, organizational structure, products and services, facilities, legal proceedings, executive officers, and financial performance. Unisys has two business segments - Services and Technology. It provides a variety of IT services and solutions, as well as proprietary servers and technologies. Key details in the filing include a description of Unisys' major markets, suppliers, patents, backlog, competition, research and development expenses, environmental matters, international presence, and available information.
FORM 10-KUNITED STATESSECURITIES AND EXCHANGE COMMISSION.docxhanneloremccaffery
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
☒☒ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
☐☐ TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-8610
AT&T INC.
Incorporated under the laws of the State of Delaware
I.R.S. Employer Identification Number 43-1301883
208 S. Akard St., Dallas, Texas, 75202
Telephone Number 210-821-4105
Securities registered pursuant to Section 12(b) of the Act: (See attached Schedule A)
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Based on the closing price of $35.52 per share on June 30, 2015, the aggregate market value of our voting and non-voting common stock held by non-
affiliates was $184 billion.
At February 10, 2016, common shares outstanding were 6,151,208,898.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Port ...
This document is the annual report (Form 10-K) filed by Crown Crafts, Inc. for the fiscal year ending March 29, 2009. Crown Crafts operates in the infant and toddler products industry through its subsidiaries. It designs, markets, and distributes crib and toddler bedding, bibs, soft goods, and accessories. The company relies on foreign manufacturers, primarily in China, and sells products to major retailers in the US and other countries. In fiscal year 2009, Wal-Mart and Toys R Us each represented over 10% of the company's gross sales.
Clear Channel Communications, Inc. announced it is commencing cash tender offers and consent solicitations for its outstanding 7.65% Senior Notes due 2010 and for AMFM Operating Inc.'s outstanding 8% Senior Notes due 2008. The total consideration for notes tendered includes a consent payment of $30 per $1,000 principal amount for those tendered by an early deadline. The tender offers are conditioned on the closing of Clear Channel's previously announced merger with BT Triple Crown Merger Co., Inc. and are intended to refinance some of Clear Channel's existing debt concurrently with obtaining $18.5 billion in new senior secured credit facilities and issuing $2.6 billion in new senior unsecured notes to fund the
- The document is a Form 10-K annual report filed by Unisys Corporation with the US Securities and Exchange Commission for the fiscal year ending December 31, 2006.
- Unisys operates two business segments - Services and Technology. The Services segment provides consulting, outsourcing, and other services, while the Technology segment develops servers and related products.
- As of December 31, 2006 Unisys had approximately 31,500 employees and major facilities around the world, including 21 in the US and 23 outside the US. No single customer accounted for over 10% of revenue.
The document summarizes a letter received by Realogy Corporation alleging that the company's invitations to existing noteholders to participate in new second lien loans are not authorized and constitute various breaches. The letter asserts the invitations will be challenged and any security interests voided. Realogy believes the assertions are without merit and intends to defend itself, proceeding with the invitations as scheduled. The letter also threatens to pursue responsible parties for fiduciary duty and securities law violations.
A law firm representing some of Realogy Corporation's noteholders and lenders sent a letter alleging that Realogy's invitation for existing noteholders to participate as lenders in new second lien term loans is not authorized and constitutes various breaches. The letter asserts the company will pursue legal challenges and seek to subordinate the new loans. Realogy believes the assertions are without merit and intends to proceed with the invitation as planned, vigorously defending any legal actions.
URS Corporation filed its annual report on Form 10-K for the fiscal year ended December 28, 2007. The filing includes information on the company's business segments, clients served, services provided, and markets addressed. It also provides consolidated financial statements and notes to the financial statements.
9MAR201115254356UNITED STATESSECURITIES AND EXCHANGE COM.docxevonnehoggarth79783
9MAR201115254356
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
� ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended February 26, 2011
OR
� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9595
BEST BUY CO., INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0907483
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
7601 Penn Avenue South 55423
Richfield, Minnesota (Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code 612-291-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $.10 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. � Yes
� No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. �
Yes � No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. � Yes � No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). � Yes � No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. �
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting
company’’ in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer � Accelerated filer � Non-accelerated filer � Smaller reporting company �
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) � Yes � No
The aggregate market value of the voting and non-voting common equity held by non-.
WRA worked on energy, water, and public lands issues in 2003. In energy, they promoted renewable energy standards and efficiency measures. They also worked to reduce emissions from coal plants and prevent new coal plant construction. In water, they advocated for urban water conservation and efficiency and protected rivers and habitats. In lands, they focused on responsible oil and gas development, protecting roadless areas, managing motorized recreation, and grazing reform.
The annual report summarizes the organization's activities and accomplishments in 2006. Some key points:
- The organization celebrated a major victory that protected water rights and flows for Colorado's Gunnison River.
- The organization opened a new office in Nevada and added staff in multiple states to advance its mission of protecting land, air, and water resources in the Interior West.
- Notable programs and advocacy efforts achieved successes in renewable energy development, limiting new coal-fired power plants, protecting public lands from oil/gas development, and responsible management of motorized recreation on public lands.
Western Resource Advocates' (WRA) 2007 annual report summarizes the organization's work over the past year to protect land, air, water, and ecosystems in the Western United States. The report highlights WRA's efforts to promote clean energy alternatives to coal power, encourage responsible motorized recreation on public lands, influence oil and gas development policies, and implement water conservation strategies in urban areas. Through advocacy, litigation, and partnerships with other groups, WRA achieved victories such as blocking new coal plants, protecting roads and lands from off-road vehicle damage, passing legislation to safeguard wildlife from drilling impacts, and influencing several municipalities to adopt water conservation measures. The report outlines WRA's goals and strategies across its key program
C.H. Robinson achieved strong success in 2007 despite economic challenges. The company grew gross profits 14.9% to $1.2 billion through its diverse business lines and relationships with customers and carriers. Its non-asset based model allowed it to efficiently manage costs. The company continued investing in its business by expanding its office network and adding employees. C.H. Robinson is well positioned for future growth given ongoing trends driving demand for third party logistics.
This document is C.H. Robinson Worldwide's annual report (Form 10-K) filed with the SEC for the year ended December 31, 2007. It provides an overview of the company's business operations, including that it is a non-asset based third party logistics provider offering freight transportation and logistics services through a network of 218 offices worldwide. The report describes C.H. Robinson's main business lines of multimodal transportation services, fresh produce sourcing, and information services. It provides details on the types of transportation it arranges and its relationships with over 48,000 transportation providers.
This document is C.H. Robinson Worldwide's definitive proxy statement filed with the SEC on April 1, 2008 to provide shareholders information on matters to be voted on at the company's upcoming annual meeting on May 15, 2008. The proxy statement summarizes the purposes of the meeting as electing three directors, ratifying the selection of the independent auditors, and any other business properly brought before the meeting. It provides details on shareholder voting eligibility, the methods by which shareholders can vote including by mail, phone or internet, and the proposals to be voted on.
C.H. Robinson achieved strong success in 2007 despite challenging market conditions. The company grew gross profits 14.9% to $1.2 billion through its diverse mix of transportation services and customer relationships. Its non-asset based model and over 7,300 employees enabled it to efficiently manage over 6.5 million shipments. Looking ahead, C.H. Robinson is well positioned for continued growth given industry trends, its financial strength with no debt and $455 million in cash, and opportunities to expand internationally and through acquisitions.
C.H. Robinson achieved strong success in 2007 despite challenging market conditions. The company grew gross profits 14.9% to $1.2 billion through its diverse mix of transportation services and customer relationships. Its non-asset based model and over 7,300 employees enabled it to efficiently manage over 6.5 million shipments. Looking ahead, C.H. Robinson is well positioned for continued growth given industry trends, its financial strength with no debt and $455 million in cash, and opportunities to expand internationally and through acquisitions.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission. It summarizes KB Home's financial performance for the first quarter of fiscal year 2003, ending February 28, 2003. Key details include total revenues of $1.09 billion, net income of $52.8 million, basic earnings per share of $1.32, and cash dividends of $0.075 per share. The report includes financial statements and notes, as well as sections on management discussion/analysis, market risk, and controls/procedures.
There are three primary ways for individual investors to hold securities: direct registration system (DRS), physical paper certificates, and street-name registration through a brokerage account. Both DRS and street-name registration involve book-entry ownership with no physical certificate printed, while transactions are recorded electronically. Investors can choose to hold securities through different methods and change methods as desired, though brokers may charge fees. The DRS allows electronic transfer of book-entry shares between parties like brokers and issuers.
KBH was established as a public company in 1986 through an IPO of Kaufman and Broad Inc. (KBI). In 1989, the remaining portion of KBH was distributed to KBI shareholders, making KBH and KBI independent companies. KBI later merged with American International Group (AIG) in 1999. The document provides guidance on determining the tax basis for holdings in KBH and KBI/AIG following corporate restructurings and stock splits over the years. Questions regarding stock certificates or exchanges should be directed to AIG's transfer agent.
This document lists milestones from KB Home, a homebuilder, over the past 50+ years. Some key milestones include KB Home becoming the first national homebuilder on the New York Stock Exchange in 1969, building over 100,000 homes by 1977, establishing sustainability programs and receiving awards for energy efficient construction in the 2000s-2010s, and expanding nationwide through strategic acquisitions over the decades. The milestones show KB Home's growth from its founding to becoming one of the largest homebuilders in the United States.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended February 28, 2003. The 10-Q includes financial statements such as income statements, balance sheets, and cash flow statements for the quarter, as well as notes to the financial statements. It provides information on KB Home's revenues, expenses, assets, liabilities, cash flows, earnings per share, and reporting segments for its homebuilding and mortgage banking businesses.
This document is the Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended May 31, 2003. It includes the consolidated financial statements, notes to the financial statements, and management's discussion and analysis of the company's financial condition and results of operations for the quarter. Key details include total revenues of $2.5 billion for the six months ended May 31, 2003, net income of $134 million, and basic earnings per share of $3.36.
This document is the Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended May 31, 2003. The 10-Q provides KB Home's unaudited financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes. It summarizes KB Home's revenues, construction and land costs, expenses, operating income, interest income/expense, taxes, and earnings per share for the interim period.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended August 31, 2003. The 10-Q provides financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes to the financial statements. Key details include revenues of $3.98 billion for the nine months, net income of $232 million, basic EPS of $5.87, and total assets of $4.12 billion as of August 31, 2003.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended August 31, 2003. The 10-Q provides financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes to the financial statements. It discloses that for the quarter ended August 31, 2003, KB Home had total revenues of $1.44 billion, net income of $97.8 million, and basic earnings per share of $2.51.
This document is KB Home's Form 10-Q quarterly report filed with the SEC for the quarterly period ended February 29, 2004. It includes financial statements, notes to the financial statements, and other financial information. Specifically, it provides KB Home's consolidated statements of income and cash flows for the periods ended February 29, 2004 and February 28, 2003, and consolidated balance sheet as of February 29, 2004 and November 30, 2003. It also includes a discussion and analysis of the company's financial condition and results of operations for the periods.
This document is a Form 10-Q quarterly report filed by KB Home with the SEC for the quarter ending May 31, 2004. The summary includes:
1) KB Home reported total revenues of $2.9 billion for the six months ended May 31, 2004, with construction pretax income of $258.7 million and mortgage banking pretax income of $4.5 million.
2) The balance sheet shows KB Home's assets including $65.6 million in cash, $429.2 million in receivables, and $3.55 billion in construction inventories as of May 31, 2004.
3) The document provides KB Home's financial statements and notes for the quarter,
This document is KB Home's Form 10-Q quarterly report filed with the SEC for the quarterly period ended February 29, 2004. It includes financial statements such as the consolidated statements of income and balance sheets, as well as notes to the financial statements and information on reportable segments. The filing provides shareholders and the public with financial information on KB Home's construction and mortgage banking operations for the quarterly period.
Abhay Bhutada, the Managing Director of Poonawalla Fincorp Limited, is an accomplished leader with over 15 years of experience in commercial and retail lending. A Qualified Chartered Accountant, he has been pivotal in leveraging technology to enhance financial services. Starting his career at Bank of India, he later founded TAB Capital Limited and co-founded Poonawalla Finance Private Limited, emphasizing digital lending. Under his leadership, Poonawalla Fincorp achieved a 'AAA' credit rating, integrating acquisitions and emphasizing corporate governance. Actively involved in industry forums and CSR initiatives, Abhay has been recognized with awards like "Young Entrepreneur of India 2017" and "40 under 40 Most Influential Leader for 2020-21." Personally, he values mindfulness, enjoys gardening, yoga, and sees every day as an opportunity for growth and improvement.
Discover the Future of Dogecoin with Our Comprehensive Guidance36 Crypto
Learn in-depth about Dogecoin's trajectory and stay informed with 36crypto's essential and up-to-date information about the crypto space.
Our presentation delves into Dogecoin's potential future, exploring whether it's destined to skyrocket to the moon or face a downward spiral. In addition, it highlights invaluable insights. Don't miss out on this opportunity to enhance your crypto understanding!
https://36crypto.com/the-future-of-dogecoin-how-high-can-this-cryptocurrency-reach/
The Rise and Fall of Ponzi Schemes in America.pptxDiana Rose
Ponzi schemes, a notorious form of financial fraud, have plagued America’s investment landscape for decades. Named after Charles Ponzi, who orchestrated one of the most infamous schemes in the early 20th century, these fraudulent operations promise high returns with little or no risk, only to collapse and leave investors with significant losses. This article explores the nature of Ponzi schemes, notable cases in American history, their impact on victims, and measures to prevent falling prey to such scams.
Understanding Ponzi Schemes
A Ponzi scheme is an investment scam where returns are paid to earlier investors using the capital from newer investors, rather than from legitimate profit earned. The scheme relies on a constant influx of new investments to continue paying the promised returns. Eventually, when the flow of new money slows down or stops, the scheme collapses, leaving the majority of investors with substantial financial losses.
Historical Context: Charles Ponzi and His Legacy
Charles Ponzi is the namesake of this deceptive practice. In the 1920s, Ponzi promised investors in Boston a 50% return within 45 days or 100% return in 90 days through arbitrage of international reply coupons. Initially, he paid returns as promised, not from profits, but from the investments of new participants. When his scheme unraveled, it resulted in losses exceeding $20 million (equivalent to about $270 million today).
Notable American Ponzi Schemes
1. Bernie Madoff: Perhaps the most notorious Ponzi scheme in recent history, Bernie Madoff’s fraud involved $65 billion. Madoff, a well-respected figure in the financial industry, promised steady, high returns through a secretive investment strategy. His scheme lasted for decades before collapsing in 2008, devastating thousands of investors, including individuals, charities, and institutional clients.
2. Allen Stanford: Through his company, Stanford Financial Group, Allen Stanford orchestrated a $7 billion Ponzi scheme, luring investors with fraudulent certificates of deposit issued by his offshore bank. Stanford promised high returns and lavish lifestyle benefits to his investors, which ultimately led to a 110-year prison sentence for the financier in 2012.
3. Tom Petters: In a scheme that lasted more than a decade, Tom Petters ran a $3.65 billion Ponzi scheme, using his company, Petters Group Worldwide. He claimed to buy and sell consumer electronics, but in reality, he used new investments to pay off old debts and fund his extravagant lifestyle. Petters was convicted in 2009 and sentenced to 50 years in prison.
4. Eric Dalius and Saivian: Eric Dalius, a prominent figure behind Saivian, a cashback program promising high returns, is under scrutiny for allegedly orchestrating a Ponzi scheme. Saivian enticed investors with promises of up to 20% cash back on everyday purchases. However, investigations suggest that the returns were paid using new investments rather than legitimate profits. The collapse of Saivian l
Madhya Pradesh, the "Heart of India," boasts a rich tapestry of culture and heritage, from ancient dynasties to modern developments. Explore its land records, historical landmarks, and vibrant traditions. From agricultural expanses to urban growth, Madhya Pradesh offers a unique blend of the ancient and modern.
[4:55 p.m.] Bryan Oates
OJPs are becoming a critical resource for policy-makers and researchers who study the labour market. LMIC continues to work with Vicinity Jobs’ data on OJPs, which can be explored in our Canadian Job Trends Dashboard. Valuable insights have been gained through our analysis of OJP data, including LMIC research lead
Suzanne Spiteri’s recent report on improving the quality and accessibility of job postings to reduce employment barriers for neurodivergent people.
Decoding job postings: Improving accessibility for neurodivergent job seekers
Improving the quality and accessibility of job postings is one way to reduce employment barriers for neurodivergent people.
How to Invest in Cryptocurrency for Beginners: A Complete GuideDaniel
Cryptocurrency is digital money that operates independently of a central authority, utilizing cryptography for security. Unlike traditional currencies issued by governments (fiat currencies), cryptocurrencies are decentralized and typically operate on a technology called blockchain. Each cryptocurrency transaction is recorded on a public ledger, ensuring transparency and security.
Cryptocurrencies can be used for various purposes, including online purchases, investment opportunities, and as a means of transferring value globally without the need for intermediaries like banks.
Vicinity Jobs’ data includes more than three million 2023 OJPs and thousands of skills. Most skills appear in less than 0.02% of job postings, so most postings rely on a small subset of commonly used terms, like teamwork.
Laura Adkins-Hackett, Economist, LMIC, and Sukriti Trehan, Data Scientist, LMIC, presented their research exploring trends in the skills listed in OJPs to develop a deeper understanding of in-demand skills. This research project uses pointwise mutual information and other methods to extract more information about common skills from the relationships between skills, occupations and regions.
New Visa Rules for Tourists and Students in Thailand | Amit Kakkar Easy VisaAmit Kakkar
Discover essential details about Thailand's recent visa policy changes, tailored for tourists and students. Amit Kakkar Easy Visa provides a comprehensive overview of new requirements, application processes, and tips to ensure a smooth transition for all travelers.
Optimizing Net Interest Margin (NIM) in the Financial Sector (With Examples).pdfshruti1menon2
NIM is calculated as the difference between interest income earned and interest expenses paid, divided by interest-earning assets.
Importance: NIM serves as a critical measure of a financial institution's profitability and operational efficiency. It reflects how effectively the institution is utilizing its interest-earning assets to generate income while managing interest costs.
KYC Compliance: A Cornerstone of Global Crypto Regulatory FrameworksAny kyc Account
This presentation explores the pivotal role of KYC compliance in shaping and enforcing global regulations within the dynamic landscape of cryptocurrencies. Dive into the intricate connection between KYC practices and the evolving legal frameworks governing the crypto industry.
Dr. Alyce Su Cover Story - China's Investment Leadermsthrill
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
Confirmation of Payee (CoP) is a vital security measure adopted by financial institutions and payment service providers. Its core purpose is to confirm that the recipient’s name matches the information provided by the sender during a banking transaction, ensuring that funds are transferred to the correct payment account.
Confirmation of Payee was built to tackle the increasing numbers of APP Fraud and in the landscape of UK banking, the spectre of APP fraud looms large. In 2022, over £1.2 billion was stolen by fraudsters through authorised and unauthorised fraud, equivalent to more than £2,300 every minute. This statistic emphasises the urgent need for robust security measures like CoP. While over £1.2 billion was stolen through fraud in 2022, there was an eight per cent reduction compared to 2021 which highlights the positive outcomes obtained from the implementation of Confirmation of Payee. The number of fraud cases across the UK also decreased by four per cent to nearly three million cases during the same period; latest statistics from UK Finance.
In essence, Confirmation of Payee plays a pivotal role in digital banking, guaranteeing the flawless execution of banking transactions. It stands as a guardian against fraud and misallocation, demonstrating the commitment of financial institutions to safeguard their clients’ assets. The next time you engage in a banking transaction, remember the invaluable role of CoP in ensuring the security of your financial interests.
For more details, you can visit https://technoxander.com.
1. <SUBMISSION>
<TYPE> 8-K
<DOCUMENT-COUNT> 4
<LIVE>
<FILER-CIK> 0000739708
<FILER-CCC> ########
<CONTACT-NAME> Edgar Filing Group
<CONTACT-PHONE-NUMBER> 214-651-1001 ex 5300
<SROS> NYSE
<PERIOD> 12-13-2004
<NOTIFY-INTERNET> williamarmstrong@clearchannel.com
<ITEMS> 8.01
<ITEMS> 9.01
2. <DOCUMENT>
<TYPE> 8-K
<FILENAME> d21022e8vk.txt
<DESCRIPTION> Form 8-K
<TEXT>
3. <PAGE> 1
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): 12/13/2004
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))
4. <PAGE> 2
Items to be Included in this Report
Item 8.01. Other Events
On December 13, 2004, Clear Channel Communications, Inc. entered into an
underwriting agreement for the public offering of $250 million of its 5.5% Notes
Due 2016. Closing of the transaction occurred on December 16, 2004. The purpose
of this report is to permit the registrant to file herewith those exhibits
listed in Item 9.01 below.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement dated December 13, 2004, by and among Clear
Channel Communications, Inc. and Banc of America Securities LLC.
5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP.
10.1 Nineteenth Supplemental Indenture dated as of December 16, 2004, to
Senior Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee.
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: December 16, 2004 By: /s/ HERBERT W. HILL, JR.
-------------------------------------
Herbert W. Hill, Jr.
Sr. Vice President/Chief Accounting
Officer
5. <PAGE> 3
INDEX TO EXHIBITS
1.1 Underwriting Agreement dated December 13, 2004, by and among Clear Channel
Communications, Inc. and Banc of America Securities LLC.
5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP.
10.1 Nineteenth Supplemental Indenture dated as of December 16, 2004, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee.
</TEXT>
</DOCUMENT>
7. <PAGE> 1
EXHIBIT 1.1
Clear Channel Communications, Inc.
Underwriting Agreement
New York, New York
December 13, 2004
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Ladies and Gentlemen:
Clear Channel Communications, Inc., a Texas corporation (the
quot;Companyquot;), proposes to sell to the underwriters named in Schedule II hereto
(the quot;Underwritersquot;), for whom you (the quot;Representativesquot;) are acting as
representatives, the principal amount of its securities identified in Schedule I
hereto of the Company, to be issued under an indenture dated as of October 1,
1997, between the Company and The Bank of New York, as trustee (the quot;Trusteequot;),
as amended by the Nineteenth Supplemental Indenture dated as of December 16,
2004 (as so amended, the quot;Indenturequot;) (said principal amount to be issued and
sold by the Company being hereinafter called the quot;Securitiesquot;). If the firm or
firms listed in Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms quot;Underwritersquot; and quot;Representativesquot;, as used
herein, shall each be deemed to refer to such firm or firms. To the extent there
are no additional Underwriters listed on Schedule I other than you, the term
Representatives as used herein shall mean you, as Underwriters, and the terms
Representatives and Underwriters shall mean either the singular or plural as the
context requires. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, shall
except as specified therein, be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Exchange Act on or before the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be; and any reference herein
to the terms quot;amendquot;, quot;amendmentquot; or quot;supplementquot; with respect to the
Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference. The use of the neuter in this Agreement shall
include the feminine and masculine wherever appropriate.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in Section 16
hereof.
(a) The Company meets the requirements for the use of Form S-3 under
the Act and has filed with the Commission a registration statement (the
file
8. <PAGE> 2
2
number of which is set forth in Schedule I hereto) on such Form, including
a basic prospectus, for registration under the Act of the offering and
sale of the Securities. The Company may have filed one or more amendments
thereto, including a Preliminary Final Prospectus, each of which has
previously been furnished to you. The Company will next file with the
Commission one of the following: (x) a final prospectus supplement
relating to the Securities in accordance with Rules 430A and 424(b), (y)
prior to the Effective Date of such registration statement, an amendment
to such registration statement, including the form of final prospectus
supplement, or (z) a final prospectus in accordance with Rules 415 and
424(b). In the case of clause (x), the Company has included in such
registration statement, as amended at the Effective Date, all information
(other than Rule 430A Information) required by the Act and the rules
thereunder to be included in such registration statement and the Final
Prospectus. As filed, such final prospectus supplement or such amendment
and form of final prospectus supplement shall contain all Rule 430A
Information, together with all other such required information, and,
except to the extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form furnished
to you prior to the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional information
and other changes (beyond that contained in the Basic Prospectus and any
Preliminary Final Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.
(b) On the Effective Date, the Registration Statement did or will,
and when the Final Prospectus is first filed (if required) in accordance
with Rule 424(b) and on the Closing Date (as defined herein), the Final
Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act, the Exchange Act and
The Trust Indenture Act and the respective rules thereunder; on the
Effective Date and at the Execution Time, the Registration Statement did
not or will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the Effective Date
and on the Closing Date the Indenture did or will comply in all material
respects with the requirements of the Trust Indenture Act and the rules
thereunder; and, on the Effective Date, the Final Prospectus, if not filed
pursuant to Rule 424(b), will not, and on the date of any filing pursuant
to Rule 424(b) and on the Closing Date, the Final Prospectus (together
with any supplement thereto) will not, include any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Trustee or
(ii) the information contained in or omitted from the Registration
Statement or the Final Prospectus (or any supplement thereto) in reliance
upon and in conformity with information furnished herein or in writing to
the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion in the Registration Statement or the Final
Prospectus (or any supplement thereto), it
9. <PAGE> 3
3
being understood that the information referred to in this clause (b)(ii)
shall be limited to the information described in Section 7(b) hereof.
(c) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Texas, with
corporate power and authority to own its properties and conduct its
business as described in the Final Prospectus; each of the subsidiaries of
the Company as listed on Schedule III hereto (collectively, the
quot;Subsidiariesquot;) has been duly organized and is validly existing in good
standing under the laws of the jurisdiction of its organization, with
power and authority to own or lease its properties and conduct its
business as described in the Final Prospectus; the Company and each of the
Subsidiaries are duly qualified to transact business in all jurisdictions
in which the conduct of their business requires such qualification and a
failure to qualify would have a material adverse effect upon the business
or financial condition of the Company and the Subsidiaries taken as a
whole; except as set forth on Schedule III hereto, or as described in the
Final Prospectus, the outstanding shares of capital stock of each of the
Subsidiaries owned by the Company or a Subsidiary have been duly
authorized and validly issued, are fully paid and nonassessable and are
owned by the Company or another subsidiary free and clear of all liens,
encumbrances and security interests and no options, warrants or other
rights to purchase, agreements or other obligations to issue or other
rights to convert any obligations into shares of capital stock or
ownership interests in the Subsidiaries are outstanding.
(d) The authorized shares of Common Stock of the Company have been
duly authorized. The outstanding shares of Common Stock of the Company
have been duly authorized and are validly issued, fully-paid and
non-assessable.
(e) This Agreement has been duly authorized, executed and delivered
by the Company and is a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms.
(f) The Indenture and the Securities conform in all material
respects with the statements concerning them in the Final Prospectus.
(g) The Commission has not issued an order preventing or suspending
the use of any Basic Prospectus, Preliminary Final Prospectus or Final
Prospectus relating to the proposed offering of the Securities nor
instituted proceedings for that purpose.
(h) The consolidated financial statements of the Company and its
subsidiaries, together with related notes and schedules incorporated by
reference in the Final Prospectus present fairly the financial position
and the results of operations of the Company and its subsidiaries
consolidated, at the indicated dates and for the indicated periods. Such
financial statements have been prepared in accordance with generally
accepted principles of accounting, consistently applied throughout the
periods involved, and all adjustments necessary for a fair presentation of
results for such periods have been made. The selected and summary
financial and statistical data included in the Final Prospectus present
10. <PAGE> 4
4
fairly the information shown therein and have been compiled on a basis
consistent with the financial statements incorporated by reference therein
and the books and records of the Company. The pro forma financial
information, if any, included in the Final Prospectus presents fairly the
information shown therein, have been properly compiled on the pro forma
bases described therein, and, in the opinion of the Company, the
assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the
transactions or circumstances referred to therein.
(i) Except for those license renewal applications of the Company or
its subsidiaries currently pending before the Federal Communications
Commission (the quot;FCCquot;), or as set forth in the Final Prospectus or on
Schedule III, there is no action or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of the
Subsidiaries before any court or administrative agency which could
reasonably be likely to result in any material adverse change in the
earnings, business, management, properties, assets, rights, operations,
condition (financial or otherwise) of the Company and of the Subsidiaries
(taken as a whole).
(j) The Company and the Subsidiaries have good and marketable title
to all of the properties and assets reflected in the financial statements
herein above described (or as described in the Final Prospectus) subject
to no material lien, mortgage, pledge, charge or encumbrance of any kind,
except those reflected in such financial statements or as described in the
Final Prospectus or set forth on Schedule III. The Company and the
Subsidiaries occupy their leased properties under valid leases with such
exceptions as are not material to the Company and the subsidiaries taken
as a whole and do not materially interfere with the use made and proposed
to be made of such properties by the Company and the Subsidiaries.
(k) The Company and the Subsidiaries have filed all Federal, State
and foreign income tax returns which have been required to be filed and
have paid all taxes indicated by said returns and all assessments received
by them or any of them to the extent that such taxes have become due and
are not being contested in good faith. The Company has no knowledge of any
tax deficiency that has been or might be asserted against the Company that
would have a material adverse effect on the Company and its subsidiaries
taken as a whole.
(l) Since the last date as of which information is given in the
Final Prospectus, as it may be amended or supplemented, there has not been
any material adverse change or any development involving a prospective
material adverse change in or affecting the earnings, business,
management, properties, assets, rights, operations, condition (financial
or otherwise) or business prospects of the Company and its subsidiaries
(taken as a whole), whether or not occurring in the ordinary course of
business, other than general economic and industry conditions, changes in
the ordinary course of business and changes or transactions described or
contemplated in the Final Prospectus, and there has not been any material
definitive agreement entered into by the Company or the Subsidiaries,
other than transactions in the ordinary course of business and changes and
transactions contemplated by the Final Prospectus, as it may be amended or
11. <PAGE> 5
5
supplemented. None of the Company or the Subsidiaries have any material
contingent obligations which are not disclosed in the Final Prospectus, as
it may be amended or supplemented.
(m) Neither the Company nor any of the Subsidiaries is or with the
giving of notice or lapse of time or both, will be in default under its
certificate or articles of incorporation, by-laws or partnership
agreements or any agreement, lease, contract, indenture or other
instrument or obligation to which it is a party or by which it, or any of
its properties, is bound and which default is of material significance in
respect of the business or financial condition of the Company and its
subsidiaries (taken as a whole). The execution and delivery of this
Agreement and the consummation of the transactions herein contemplated and
the fulfillment of the terms hereof will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust or other material agreement
or instrument to which the Company or any Subsidiary is a party, or of the
certificate or articles of incorporation or by-laws of the Company or any
order, rule or regulation applicable to the Company or any Subsidiary, or
of any court or of any regulatory body or administrative agency or other
governmental body having jurisdiction, except in all cases a conflict,
breach or default which would not have a materially adverse effect on the
business or financial condition of the Company and the subsidiaries (taken
as a whole).
(n) Each approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery
by the Company of this Agreement and the consummation of the transactions
herein contemplated (except such additional steps as may be required by
the National Association of Securities Dealers, Inc. (quot;NASDquot;) or the New
York Stock Exchange (quot;NYSEquot;) or as may be necessary to qualify the
Securities for public offering by the Underwriters under State securities
or Blue Sky laws) has been obtained or made and is in full force and
effect.
(o) The Company and each of the Subsidiaries hold all material
licenses, certificates and permits from governmental authorities,
including without limitation, the FCC, which are necessary to the conduct
of their businesses; and neither the Company nor any of the Subsidiaries
has received notice of any infringement of any material patents, patent
rights, trade names, trademarks or copyrights, which infringement is
material to the business of the Company and the Subsidiaries (taken as a
whole).
(p) Ernst & Young LLP, who has certified certain of the financial
statements incorporated by reference in the Final Prospectus, is to the
knowledge of the Company an independent registered public accounting firm
as required by the Act and the Rules and Regulations.
(q) To the Company’s knowledge, there are no affiliations or
associations between any member of the National Association of Securities
Dealers and any of the Company’s officers, directors or 5% or greater
security holders except as
12. <PAGE> 6
6
otherwise disclosed in writing to Banc of America Securities LLC or set
forth in Schedule III.
(r) Neither the Company nor any Subsidiary is an quot;investment
companyquot; within the meaning of such term under the Investment Company Act
of 1940 and the rules and regulations of the Commission thereunder.
(s) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management’s general or specific
authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets
is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
(t) The Company and each of its Subsidiaries carry, or are covered
by, insurance, including self insurance, in such amounts and covering such
risks as is adequate for the conduct of their respective businesses and
the value of their respective properties and as is customary for companies
engaged in similar industries.
(u) The Company is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security
Act of 1974, as amended, including the regulations and published
interpretations thereunder (quot;ERISAquot;); no quot;reportable eventquot; (as defined in
ERISA) for which the Company would have any liability has occurred and is
continuing; the Company has not incurred and does not expect to incur
liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any quot;pension planquot; or (ii) Sections 412 or 4971 of the
Internal Revenue Code of 1986, as amended, including the regulations and
published interpretations thereunder (the quot;Codequot;); and each quot;pension planquot;
for which the Company would have any liability that is intended to be
qualified under Section 401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or by failure to act,
which would cause the loss of such qualification and where any such
noncompliance, quot;reportable event,quot; liability or nonqualification, alone or
in the aggregate, would not have a material adverse effect on the Company
and its subsidiaries taken as a whole.
Any certificate signed by any officer of the Company and delivered
to the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed solely to be a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase at
13. <PAGE> 7
7
the purchase price set forth on Schedule I, the principal amount of Securities
set forth opposite such Underwriter’s name in Schedule II.
3. Delivery and Payment. Delivery of and payment for the Securities
shall be made on the date and at the time specified in Schedule I hereto, which
date and time may be postponed by agreement among the Representatives and the
Company or as provided in Section 8 hereof (such date and time of delivery and
payment for the Securities being herein called the quot;Closing Datequot;). Delivery of
the Securities shall be made to the Representatives for the respective accounts
of the several Underwriters against payment by the several Underwriters through
the Representatives of the respective aggregate purchase prices of the
Securities being sold by the Company to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company.
Delivery of the Securities shall be made through the facilities of The
Depository Trust Company unless the Representatives shall otherwise instruct.
4. Agreements. The Company agrees with the several Underwriters
that:
(a) The Company will use its reasonable best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereto, to become effective. Prior to the termination of the
offering of the Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final Prospectus or
any Preliminary Final Prospectus) to the Basic Prospectus or any Rule
462(b) Registration Statement unless the Company has furnished you a copy
for your review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object in writing. Subject
to the foregoing sentence, the Company will cause the Final Prospectus,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to the
Representatives of such timely filing. The Company will promptly advise
the Representatives (i) when the Registration Statement, if not effective
at the Execution Time, shall have become effective, (ii) when the Final
Prospectus, and any supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration
Statement shall have been filed with the Commission, (iii) when, prior to
termination of the offering of the Securities, any amendment to the
Registration Statement shall have been filed or become effective, (iv) of
any request by the Commission or its staff for any amendment of the
Registration Statement, or any Rule 462(b) Registration Statement, or for
any supplement to the Final Prospectus or of any additional information,
(v) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (vi) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The Company
will use its reasonable efforts to prevent the issuance of any such stop
order or the suspension of any such qualification and, if issued, to
obtain as soon as possible the withdrawal thereof.
14. <PAGE> 8
8
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will (i) prepare and file with the Commission, subject to
the second sentence of paragraph (a) of this Section 4, an amendment or
supplement or, if appropriate, a filing under the Exchange Act, which will
correct such statement or omission or effect such compliance and (ii)
supply any supplemented Final Prospectus to you in such quantities as you
may reasonably request.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
Act.
(d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by
an Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus and any supplement
thereto as the Representatives may reasonably request. The Company will
pay the expenses of printing or other production of all documents relating
to the offering.
(e) The Company will arrange, if necessary, for the qualification of
the Securities for sale under the laws of such jurisdictions as the
Representatives may designate, will maintain such qualifications in effect
so long as required for the distribution of the Securities and will pay
any fee of the National Association of Securities Dealers, Inc., in
connection with its review of the offering, provided that the Company will
not be required to file a consent to service of process in any state in
which it is not qualified or for which consent has not been given.
(f) The Company shall not invest, or otherwise use the proceeds
received by the Company from its sale of the Securities in such a manner
as would require the Company or any of the Subsidiaries to register as an
investment company under the Investment Company Act of 1940, as amended
(the quot;1940 Actquot;).
5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date pursuant to
Section 3 hereof, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
15. <PAGE> 9
9
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 9:30 AM on the Business Day following
the day on which the public offering price was determined, if such
determination occurred after 3:00 PM New York City time on such date; if
filing of the Final Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
shall have been filed in the manner and within the time period required by
Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Representatives the
opinion of Akin Gump Strauss Hauer & Feld LLP, counsel for the Company,
dated the Closing Date, to the effect that:
(i) The Company is validly existing as a corporation in good
standing under the laws of the State of Texas, with corporate power
and authority to own or lease its properties and conduct its
business as described in the Final Prospectus; and the outstanding
shares of capital stock of each of the Subsidiaries have been duly
authorized and validly issued, are fully paid and non-assessable;
and, to such counsel’s knowledge, except (A) as reflected in the
Company’s financial statements, (B) as described in the Registration
Statement or (C) as set forth on Schedule III hereto or as disclosed
in such counsel’s opinion, (x) the outstanding shares of capital
stock of each of the Subsidiaries are owned by the Company or its
subsidiary free and clear of all liens, encumbrances and security
interests and (y) no options, warrants or other rights to purchase,
agreements or other obligations to issue, or other rights to convert
any obligations into any shares of capital stock or of ownership
interests in the Subsidiaries are outstanding.
(ii) The Indenture and the Securities conform in all material
respects to the descriptions thereof contained in the Final
Prospectus.
(iii) Except as described in the Final Prospectus, to the
knowledge of such counsel, no holder of any securities of the
Company or any other person has the right, contractual or otherwise,
which has not been satisfied or effectively waived, to cause the
Company to sell or otherwise issue to them, or to permit them to
underwrite the sale of, any of the Securities or the right to have
any Common Stock or other securities of the Company included in the
Registration Statement or the right, as a result of the filing of
the Registration Statement, to require registration under the Act of
any shares of Common Stock or other securities of the Company.
(iv) the Indenture has been duly authorized, executed and
delivered, has been duly qualified under the Trust Indenture Act,
and
16. <PAGE> 10
10
constitutes a legal, valid and binding instrument enforceable
against the Company in accordance with its terms and the Securities
have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and
paid for by the Underwriters pursuant to this Agreement, will
constitute legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture (subject, in respect to
both the Indenture and the Securities, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency,
fraudulent conveyance or transfer, moratorium or other laws
affecting creditors’ rights generally from time to time in effect);
(v) The Registration Statement has become effective under the
Act and, to the knowledge of such counsel, no stop order proceedings
with respect thereto have been instituted or are pending or
threatened under the Act.
(vi) The Registration Statement, the Final Prospectus and each
amendment or supplement thereto and documents incorporated by
reference therein (each as amended to date) comply as to form in all
material respects with the requirements of the Act or the Exchange
Act, as applicable and the applicable rules and regulations
thereunder (except that such counsel need express no opinion as to
the statistical information contained in the Final Prospectus or
financial statements, schedules and other financial information
incorporated by reference therein).
(vii) The statements under the captions quot;Businessquot; and
quot;Description of the Notesquot; in the Final Prospectus, insofar as such
statements constitute a summary of documents referred to therein or
matters of law, are accurate summaries and fairly and accurately
present the information called for with respect to such documents
and matters in all material respects.
(viii) Except as set forth on Schedule III, to such counsel’s
knowledge, there are no contracts or documents required to be filed
as exhibits to the Registration Statement or described in the
Registration Statement or the Final Prospectus (excluding any
document incorporated therein by reference) which are not so filed
or described as required, and such contracts and documents as are
summarized in the Registration Statement or the Final Prospectus
(excluding any document incorporated therein by reference) are
fairly summarized in all material respects.
(ix) Except as set forth on Schedule III, to such counsel’s
knowledge, there are no material legal proceedings pending or
threatened against the Company or any of the Subsidiaries which are
of a character required to be disclosed in the Final Prospectus and
which has not been properly disclosed therein.
(x) The execution and delivery of the Indenture, the issuance
and sale of the Securities and the execution and delivery of this
Agreement and
17. <PAGE> 11
11
the consummation of the transactions herein contemplated do not and
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, (a) the Articles of
Incorporation or (b) By-laws of the Company, or (c) to such
counsel’s knowledge, any agreement or instrument filed as an exhibit
to the Company’s most recent annual report on Form 10-K or any
subsequent quarterly report of the Company on Form 10-Q (other than
licenses or permits granted by the FCC, on which such counsel need
not express any opinion), or (d) will not contravene any law, rule
or regulation of the United States or the State of Texas or the
General Corporation Law of the State of Delaware, or, to such
counsel’s knowledge, any order or decree of any court or
governmental agency or instrumentality, except, with respect to
clause (c) above, a conflict, breach or default which would not have
a materially adverse effect on the business or financial condition
of the Company and its subsidiaries taken as a whole.
(xi) This Agreement has been duly authorized, executed and
delivered by the Company.
(xii) No approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or
other governmental body having jurisdiction over the Company is
necessary in connection with the execution and delivery of this
Agreement and the consummation of the transactions herein
contemplated (other than as may be required by the NASD or NYSE or
as required by State securities and Blue Sky laws as to which such
counsel need express no opinion) except such as have been obtained
or made, specifying the same.
(xiii) The Company is not, and will not become, as a result of
the consummation of the transactions contemplated by this Agreement,
and application of the net proceeds therefor as described in the
Final Prospectus, required to register as an investment company
under the 1940 Act.
In rendering such opinion, such counsel may rely (A) as to matters
governed by the laws of states other than Texas or Federal laws on local
counsel in such jurisdictions, provided that in each case such counsel
shall state that they believe that they and the Underwriters are justified
in relying on such other counsel and (B) as to matters of fact, on
certificates of responsible officers of the Company and certificates or
other written statements of officers or departments of various
jurisdictions having custody of documents respecting the corporate
existence or good standing of the Company and any Subsidiary. In addition
to the matters set forth above, such opinion shall also include a
statement to the effect that nothing has come to the attention of such
counsel which leads them to believe that the Registration Statement, as of
the time it became effective under the Act, the Final Prospectus or any
amendment or supplement thereto, on the date it was filed pursuant to Rule
424(b) and the Registration Statement and the Final Prospectus, or any
amendment or supplement thereto, as of the Closing Date, contain an untrue
statement of a material fact or omit to state a material fact required to
be
18. <PAGE> 12
12
stated therein or necessary to make the statements therein not misleading
(except that such counsel need express no view as to matters pertaining to
the statistical information contained in the Final Prospectus or financial
statements, schedules and other financial information contained or
incorporated by reference in the Final Prospectus). With respect to such
statement, such counsel may state that their belief is based upon the
procedures set forth therein, but is without independent check and
verification.
(c) The Underwriters shall have received on the Closing Date the
opinion of Wiley Rein & Fielding LLP, special FCC counsel to the Company,
dated the Closing Date, addressed to the Underwriters as is reasonably
acceptable to the Underwriters.
(d) The Representatives shall have received from Cravath, Swaine &
Moore LLP, counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the Securities,
the Registration Statement, the Final Prospectus (together with any
supplement thereto) and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such counsel
such documents as they request for the purpose of enabling them to pass
upon such matters.
(e) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chief Executive Officer or the
President and the principal financial or accounting officer of the
Company, in their capacity as such, dated the Closing Date, to the effect
that the signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus, any supplements to the Final
Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing
Date, and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company’s knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the condition
(financial or otherwise), prospects, business or properties of the
Company and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Final Prospectus (exclusive
of any supplement thereto).
19. <PAGE> 13
13
(f) At the Execution Time and at the Closing Date Ernst & Young LLP
shall have furnished to the Representatives letters dated as of the
Execution Time and the Closing Date in form and substance satisfactory to
the Representatives.
(g) Except as agreed to by Banc of America Securities LLC,
subsequent to the Execution Time, there shall not have been any decrease
in the rating of any of the Company’s debt securities by any quot;nationally
recognized statistical rating organizationquot; (as defined for purpose of
Rule 436(g) under the Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.
(h) Prior to the Closing Date the Company shall have furnished to
the Representatives such further information, certificates and documents
as the Representatives may reasonably request.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.
The documents required to be delivered by this Section 5 shall be
delivered at the office of Cravath, Swaine & Moore LLP, counsel for the
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the
Closing Date.
6. Reimbursement of Underwriters’ Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof (other than a
termination under Section 9(b) resulting from a default by an Underwriter as
provided in Section 8 hereof) or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by any of the Underwriters,
the Company will reimburse the Underwriters severally through Banc of America
Securities LLC on demand for all reasonable out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities, but
the Company shall not be liable in any event to any of the Underwriters for
damages on account of loss of anticipated profits from the sale of the
Securities.
7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at
20. <PAGE> 14
14
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as reasonably incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that with respect to any untrue statement or omission of material fact made in
any Preliminary Final Prospectus, the indemnity agreement contained in this
Section 7(a) shall not inure to the benefit of any Underwriter from whom the
person asserting any such loss, claim, damage or liability purchased the
securities concerned, to the extent that any such loss, claim, damage or
liability of such Underwriter occurs under the circumstance where (w) the
Company had previously furnished copies of the Final Prospectus to the
Representatives, (x) delivery of the Final Prospectus was required by the Act to
be made to such person, (y) the untrue statement or alleged untrue statement or
omission or alleged omission of a material fact contained in the Preliminary
Final Prospectus was corrected in the Final Prospectus and (z) there was not
sent or given to such person, at or prior to the written confirmation of the
sale of such securities to such person, a copy of the Final Prospectus. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to each Underwriter, but only
with reference to written information relating to such Underwriter
furnished to the Company by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have. The Company
acknowledges that the statements set forth under the heading
quot;Underwritingquot; in the fourth, seventh and eighth paragraphs (except for
the statement made by the Company in the third sentence of the eighth
paragraph, as such statement relates to the Company) and in the last two
sentences of the tenth paragraph, in any Preliminary Final Prospectus or
the Final Prospectus, constitute the only information furnished in writing
by or on behalf of the several Underwriters for inclusion in the documents
referred to in the foregoing indemnity.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of
such action and such failure results in the prejudice by the
21. <PAGE> 15
15
indemnifying party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party’s choice at the indemnifying
party’s expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate
counsel retained by the indemnified party or parties except as set forth
below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying
party’s election to appoint counsel to represent the indemnified party in
an action, the indemnified parties shall have the right to employ one
separate counsel (and, if reasonably necessary, one additional local
counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present
such counsel with a conflict of interest, (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
the institution of such action or, (iii) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not
the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters agree
to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively quot;Lossesquot;) to which the
Company and one or more of the Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by
the Company and by the Underwriters from the offering of the Securities;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of
the Securities) be responsible for any amount in excess of the
underwriting discount or commission applicable to the Securities purchased
by such Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company
and the Underwriters shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of
the Company and of the Underwriters in connection with the statements or
omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company shall be deemed
to be equal to the total net proceeds from the offering (before deducting
expenses), and benefits received by the
22. <PAGE> 16
16
Underwriters shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page of
the Final Prospectus. Relative fault shall be determined by reference to,
among other things, whether any untrue or any alleged untrue statement of
a material fact or the omission or alleged omission to state a material
fact relates to information provided by the Company on the one hand or the
Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Company and the Underwriters agree
that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding
the provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person
who controls an Underwriter within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning
of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).
8. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay within 24 hours for (in the respective proportions which the amount of
Securities set forth opposite their names in Schedule II hereto bears to the
aggregate amount of Securities set forth opposite the names of all the remaining
Underwriters) the Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase; provided, however, that in the event that the
aggregate amount of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate amount of
Securities set forth in Schedule II hereto, the remaining Underwriters shall
have the right to purchase within 24 hours all, but shall not be under any
obligation to purchase any, of the Securities, and if such nondefaulting
Underwriters do not purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the Company. In the event
of a default by any Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding five Business Days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
9. Termination. This Agreement may be terminated by you by notice to
the Company as follows:
23. <PAGE> 17
17
(a) at any time after the Execution Time and prior to the Closing
Date if any of the following has occurred: (i) any material adverse change
or any development involving a prospective material adverse change in or
affecting the condition, financial or otherwise, of the Company and its
subsidiaries taken as a whole or the earnings, business affairs,
management or business prospects of the Company and its subsidiaries taken
as a whole, whether or not arising in the ordinary course of business,
(ii) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic or political
conditions, if the effect of such outbreak, escalation, calamity, crisis
or change on the financial markets of the United States would, in your
reasonable judgment, make the offering or delivery of the Securities
impracticable, (iii) suspension of trading in securities on the NYSE or
limitation on prices (other than limitations on hours or numbers of days
of trading) for securities on the NYSE, (iv) the enactment, publication,
decree or other promulgation of any federal or state statute, regulation,
rule or order of any court or other governmental authority which in your
reasonable opinion materially and adversely affects or will materially or
adversely affect the business or operations of the Company and its
subsidiaries taken as a whole, (v) declaration of a banking moratorium by
either federal or New York State authorities, (vi) a material disruption
in commercial banking or securities settlement or clearance services in
the United States, if the effect of such disruption is so material or
adverse that it makes the offering or delivery of the Securities on the
terms and in the manner contemplated in the Final Prospectus impraticable
or (vii) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in
your reasonable opinion has a material adverse effect on the securities
markets in the United States; or
(b) as provided in Sections 5 and 8 of this Agreement.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, and of the Underwriters set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 6 and 7 hereof shall survive the termination or cancelation of this
Agreement.
11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed
or delivered to Banc of America Securities LLC, 40 West 57th Street,
NY1-040-27-01, New York, NY 10019, attention: High Grade Transaction
Management/Legal or, if sent to the Company, will be mailed or delivered to 200
East Basse Road, San Antonio, Texas 78209 attention: Randall Mays, Executive
Vice President.
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no
other person will
24. <PAGE> 18
18
have any right or obligation hereunder. The term quot;successorsquot; shall not include
any purchaser of the Securities merely because of such purchase.
13. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.
14. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
15. Headings. The Section headings used herein are for convenience
only and shall not affect the construction hereof.
16. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.
quot;Actquot; shall mean the Securities Act of 1933, as amended.
quot;Basic Prospectusquot; shall mean the prospectus referred to in
paragraph 1(a) above contained in the Registration Statement at the
Effective Date including any Preliminary Final Prospectus.
quot;Business Dayquot; shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies
are authorized or obligated by law to close in New York City or Dallas,
Texas.
quot;Commissionquot; means the Securities and Exchange Commission.
quot;Effective Datequot; shall mean each date and time that the Registration
Statement, any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statement became or become effective.
quot;Exchange Actquot; shall mean the Securities Exchange Act of 1934, as
amended.
quot;Execution Timequot; shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.
quot;Final Prospectusquot; shall mean the prospectus supplement relating to
the Securities that is first filed pursuant to Rule 424(b) after the
Execution Time together with the Basic Prospectus.
quot;Preliminary Final Prospectusquot; shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the Final Prospectus.
quot;Registration Statementquot; shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in
the event any post-effective amendment
25. <PAGE> 19
19
thereto or any Rule 462(b) Registration Statement becomes effective prior
to the Closing Date (as hereinafter defined), shall also mean such
registration statement as so amended or such Rule 462(b) Registration
Statement, as the case may be. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective Date as
provided by Rule 430A.
quot;Rule 415quot;, quot;Rule 424quot;, quot;Rule 430Aquot; and quot;Rule 462quot; refer to such
rules under the Act.
quot;Rule 430A Informationquot; shall mean information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.
quot;Rule 462(b) Registration Statementquot; shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering covered by the initial registration statement.
quot;Rules and Regulationsquot; means the rules and regulations of the
Commission.
quot;Trust Indenture Actquot; shall mean the Trust Indenture Act of 1939, as
amended.
26. <PAGE> 20
20
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.
Very truly yours,
Clear Channel Communications, Inc.
By: /s/ Mark P. Mays
-------------------------------------
Name: Mark P. Mays
Title: President and Chief Executive
Officer
27. <PAGE> 21
21
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
Banc of America Securities LLC
By: /s/ Peter J. Carbone
--------------------------------
Name: Peter J. Carbone
Title: Vice President
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
28. <PAGE> 22
SCHEDULE I
Underwriting Agreement dated December 13, 2004
Registration Statement No. 333-111070
Representatives:
Banc of America Securities LLC
Underwriters:
Banc of America Securities LLC
Title, Purchase Price and Description of Securities:
Title: $250,000,000 of 5.5% Senior Notes due 2016 (the quot;notesquot;)
Principal Amount of Securities: $250,000,000
Purchase Price (include accrued interest or amortization, if any):
$247,407,500 for the $250,000,000 aggregate principal amount of the notes.
Sinking fund provisions: None
Redemption provisions:
The notes are redeemable by the Company. The notes will be redeemable as a
whole at any time or in part from time to time, at the option of the Company, at
a redemption price equal to the greater of (i) 100% of the principal amount of
such notes being redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the notes being redeemed from
the redemption date to December 15, 2016, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 30 basis points, plus, in either case,
any interest accrued but not paid to the date of redemption. Notice of any
redemption will be mailed at least 30 days but no more than 60 days before the
redemption date to each holder of the notes to be redeemed. Unless the Company
defaults in payment of the redemption price, on and after the redemption date
interest will cease to accrue on the notes or portions thereof called for
redemption. The notes will not be subject to any sinking fund provision.
quot;Treasury Ratequot; means, with respect to any redemption date for the notes,
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated quot;H.15(519)quot; or any successor publication which is published
weekly by the Board of Governors of the
29. <PAGE> 23
2
Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
quot;Treasury Constant Maturities,quot; for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the
maturity date, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month), or (ii) if such release
referred to in clause (i) (or any successor release) is not published during the
week preceding the calculation date or does not contain the yields referred to
above, the rate per year equal to the semiannual equivalent yield maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate shall be
calculated on the third Business Day preceding the redemption date.
quot;Comparable Treasury Issuequot; means the United States Treasury security
selected by an quot;Independent Investment Bankerquot; as having a maturity comparable
to the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
quot;Independent Investment Bankerquot; means, with respect to any redemption date
for the notes, Banc of America Securities LLC and its successors or, if such
firm or any successor to such firm, as the case may be, is unwilling or unable
to select the Comparable Treasury Issue, an independent banking institution of
national standing appointed by the Trustee after consultation with the Company.
quot;Comparable Treasury Pricequot; means, with respect to any redemption date for
the notes, (i) the average of four Reference Treasury Dealer Quotations (as
defined below) for the redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
quotations obtained.
quot;Reference Treasury Dealerquot; means Banc of America Securities LLC and three
other primary U.S. Government securities dealers in the United States (each, a
quot;Primary Treasury Dealerquot;) appointed by the Trustee in consultation with the
Company. If any of the foregoing shall cease to be a Primary Treasury Dealer,
the Company shall substitute therefor another Primary Treasury Dealer.
quot;Reference Treasury Dealer Quotationsquot; means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Other provisions: None
30. <PAGE> 24
3
Closing Date, Time and Location: December 16, 2004 at 10:00 a.m. at
Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Ave., New York,
NY 10019
Type of Offering: Non-delayed
Overallotment Option: None
31. <PAGE> 25
SCHEDULE II
<TABLE>
<CAPTION>
Principal Amount
Underwriters of Notes
------------ --------
<S> <C>
Banc of America Securities LLC.................... $250,000,000
------------
Total.................................... $250,000,000
============
</TABLE>
The Company has not granted the Underwriters an option to purchase any
additional principal amount of the above referenced securities.
32. <PAGE> 26
SCHEDULE III
DISCLOSURE ITEMS
1. Material Subsidiaries
A. Clear Channel Outdoor, Inc.
B. Clear Channel Broadcasting, Inc.
C. Clear Channel Broadcasting Licenses, Inc.
D. Clear Channel Holdings, Inc.
E. Jacor Communications Company
F. SFX Entertainment, Inc.
G. AMFM Operating Inc.
H. The Ackerley Group, Inc.
2. Liens, Encumbrances and other disclosure relating to the Company’s and its
Subsidiary capital stock.
A Under the Company’s existing Amended and Restated Credit Agreement,
neither the Company nor its subsidiaries may pledge any of the
capital stock of the Subsidiaries.
B. Under AMFM Operating Inc.’s public indebtedness, there are
restrictions and limitations on the sale of AMFM Operating Inc.’s
and its subsidiaries’ capital stock.
3. NASD Affiliates
Theodore H. Strauss, a director of the Company, is a senior managing
director of Bear, Stearns & Co., Inc., which is a member of the NASD.
Perry Lewis, a director of the Company, is an affiliate of Morgan, Lewis,
Githens & Ahn, Inc., which is a member of the NASD.
4. SFX Entertainment, Inc. has certain earn out agreements not to exceed 1%
of the capital stock of SFX Entertainment.
5. At the Senate Judiciary Committee hearing on July 24, 2003, an Assistant
United States Attorney General announced that the Department of Justice
(the quot;DOJquot;), is pursuing two separate antitrust inquiries concerning the
Company. One inquiry is whether the Company has violated antitrust laws in
one of its radio markets. The other is whether the Company has limited
airplay of artists who do not use its concert services in violation of
antitrust laws. The Company is cooperating fully with all such inquiries.
33. <PAGE> 27
2
6. On September 9, 2003, the Assistant United States Attorney for the Eastern
District of Missouri caused a Subpoena to Testify before Grand Jury to be
issued to the Company. The Subpoena requires the Company to produce
certain information regarding commercial advertising run by the Company on
behalf of offshore and/or online (Internet) gambling businesses, including
sports bookmaking and casino-style gambling. The Company is cooperating
fully with the requirements of the Subpoena.
</TEXT>
</DOCUMENT>
35. <PAGE> 1
EXHIBIT 5.1
[AKIN GUMP STRAUSS HAUER & FELD LLP LOGO]
December 16, 2004
Clear Channel Communications, Inc.
200 East Basse Road
San Antonio, Texas 78209
Re: Clear Channel Communications, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Clear Channel Communications, Inc., a Texas
corporation (the quot;COMPANYquot;), in connection with the registration, pursuant to a
registration statement on Form S-3, as amended (the quot;REGISTRATION STATEMENTquot;),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the quot;ACTquot;), of the proposed offer and sale by the Company of
$250,000,000 in aggregate principal amount of the Company’s 5.50% Senior Notes
due 2016 (the quot;NOTESquot;). The Notes will be issued pursuant to an indenture dated
as of October 1, 1997, between the Company and The Bank of New York, as Trustee
(the quot;TRUSTEEquot;), as amended by the Nineteenth Supplemental Indenture dated as of
December 16, 2004 (as so amended, the quot;INDENTUREquot;), and sold pursuant to the
terms of an underwriting agreement (the quot;UNDERWRITING AGREEMENTquot;) dated December
13, 2004, between the Company and Banc of America Securities LLC (the
quot;UNDERWRITERquot;). We have examined originals or certified copies of such corporate
records of the Company and other certificates and documents of officials of the
Company, public officials and others as we have deemed appropriate for purposes
of this letter. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all copies submitted to us as conformed and
certified or reproduced copies. We have also assumed the legal capacity of
natural persons, the corporate or other power of all persons signing on behalf
of the parties thereto other than the Company, the due authorization, execution
and delivery of all documents by the parties thereto other than the Company,
that the Notes will conform to the specimens examined by us and that the
Trustee’s certificate of authentication of Notes will be manually signed by one
of the Trustee’s authorized officers.
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
when (a) the Notes have been duly executed, authenticated, issued and delivered
in accordance with the terms of the Indenture and delivered to and paid for by
the Underwriter pursuant to the Underwriting Agreement and (b) applicable
provisions of quot;blue skyquot; laws have been complied with, the Notes proposed to be
issued pursuant to the Underwriting Agreement, when duly executed, authenticated
and delivered by or on behalf of the Company, will be valid and binding
obligations of the Company and will be entitled to the benefits of the
Indenture.
36. <PAGE> 2
[AKIN GUMP STRAUSS HAUER & FELD LLP LOGO]
Clear Channel Communications, Inc.
December 16, 2004
Page 2
The opinions and other matters in this letter are qualified in their entirety
and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than
any published constitutions, treaties, laws, rules or regulations or
judicial or administrative decisions (quot;LAWSquot;) of the state of New
York and the Business Corporation Act of the state of Texas.
B. The matters expressed in this letter are subject to and qualified
and limited by: (i) applicable bankruptcy, insolvency, fraudulent
transfer and conveyance, reorganization, moratorium and similar Laws
affecting creditors’ rights and remedies generally; (ii) general
principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity); (iii)
commercial reasonableness and unconscionability and an implied
covenant of good faith and fair dealing; (iv) the power of the
courts to award damages in lieu of equitable remedies; (v)
securities Laws and public policy underlying such Laws with respect
to rights to indemnification and contribution; and (vi) limitations
on the waiver of rights under any stay, extension or usury Law or
other Law, whether now or hereafter in force, which would prohibit
or forgive the Company from paying all or any portion of the Notes
as contemplated in the Indenture.
We hereby consent to the filing of copies of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus and any
prospectus supplement forming a part of the Registration Statement under the
caption quot;Legal Opinions.quot; In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act and the rules and regulations thereunder. This opinion speaks as of
its date, and we undertake no (and hereby disclaim any) obligation to update
this opinion.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
</TEXT>
</DOCUMENT>
38. <PAGE> 1
EXHIBIT 10.1
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
-----------------------
NINETEENTH SUPPLEMENTAL INDENTURE
Dated as of December 16, 2004
TO
SENIOR INDENTURE
Dated as of October 1, 1997
-----------------------
5.50% Senior Notes due 2016
39. <PAGE> 2
2
Nineteenth Supplemental Indenture, dated as of the 16th day of
December 2004 (this quot;Nineteenth Supplemental Indenturequot;), between Clear Channel
Communications, Inc., a corporation duly organized and existing under the laws
of the State of Texas (hereinafter sometimes referred to as the quot;Companyquot;) and
The Bank of New York, a New York banking corporation, as trustee (hereinafter
sometimes referred to as the quot;Trusteequot;) under the Indenture dated as of October
1, 1997, between the Company and the Trustee (the quot;Indenturequot;); as set forth in
Section 5.01 hereto and except as otherwise set forth herein, all terms used and
not defined herein are used as defined in the Indenture.
WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of its Securities, to be issued from
time to time in series as might be determined by the Company under the
Indenture, in an unlimited aggregate principal amount which may be authenticated
and delivered thereunder as in the Indenture provided;
WHEREAS, pursuant to the terms of the Indenture, the Company desires
to provide for the establishment of a new series of its Securities to be known
as its 5.50% Senior Notes due 2016 (said series being hereinafter referred to as
the quot;Notesquot;), the form of such Notes and the terms, provisions and conditions
thereof to be as provided in the Indenture and this Nineteenth Supplemental
Indenture;
WHEREAS, the Company desires and has requested the Trustee to join
with it in the execution and delivery of this Nineteenth Supplemental Indenture,
and all requirements necessary to make this Nineteenth Supplemental Indenture a
valid instrument, enforceable in accordance with its terms, and to make the
Notes, when executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company have been performed and fulfilled,
and the execution and delivery of this Supplemental Indenture and the Notes have
been in all respects duly authorized.
NOW, THEREFORE, in consideration of the purchase and acceptance of
the Notes by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form of the Notes and the terms, provisions and
conditions thereof, the Company covenants and agrees with the Trustee as
follows:
ARTICLE I
General Terms and Conditions of the Notes
SECTION 1.01. (a) There shall be and is hereby authorized a series
of Securities designated the quot;5.50% Senior Notes due 2016quot;, initially limited in
aggregate principal amount to $250,000,000. Without the consent of the Holders
of the Notes, the aggregate principal amount of the Notes, Notes may be
increased in the future, on the same terms and conditions and with the same
CUSIP number as the Notes. The Notes shall mature and the principal thereof
shall be due and payable, together with all accrued and unpaid interest thereon
on December 15, 2016.
40. <PAGE> 3
3
SECTION 1.02. The Notes shall be initially issued as Global
Securities. Principal and interest on the Notes issued in certificated form will
be payable, the transfer of such Notes will be registrable and such Notes will
be exchangeable for Notes, bearing identical terms and provisions at the office
or agency of the Company in the Borough of Manhattan, The City and State of New
York provided for that purpose and transfers of the Notes will also be
registrable at any of the Company’s other offices or agencies as the Company may
maintain for that purpose; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the registered holder at
such address as shall appear in the Security Register and that the payment of
principal with respect to the Notes will only be made upon surrender of the
applicable Notes to the Trustee.
SECTION 1.03. Each Note will bear interest at the rate of 5.50% per
annum from December 16, 2004 until the principal thereof becomes due and
payable, payable (subject to the provisions of Article II) semi-annually in
arrears on June 15 and December 15 of each year (each, an quot;Interest Payment
Datequot;, commencing on June 15, 2005), to the person in whose name such Note (or
one or more Predecessor Securities) are registered at the close of business on
the Regular Record Date for such interest installment, which, except as set
forth below, shall be June 1 or December 1 next preceding the Interest Payment
Date with respect to such interest installment. Any installment of interest not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holder of Notes on such Regular Record Date and may be paid to the
person in whose name such Notes (or one or more Predecessor Securities) are
registered at the close of business on a Special Record Date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof to be given
to the registered holders of the Notes, as applicable, not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.
The amount of interest payable for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. In the event
that any date on which interest is payable on the Notes is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay).
SECTION 1.04. The Notes are not entitled to any sinking fund.
SECTION 1.05. Section 101 of the Indenture is hereby amended, solely
with respect to the Notes, by amending and restating the definition of
quot;Principal Propertyquot; as follows: quot;Principal Propertyquot; means any radio
broadcasting, television broadcasting, outdoor advertising or live entertainment
property located in the United States owned or leased by the Company or any
Subsidiary, unless, in the opinion of the Board of Directors of the Company,
such properties are not in the aggregate of material importance to the total
business conducted by the Company and its Subsidiaries as an entirety.
41. <PAGE> 4
4
ARTICLE II
Optional Redemption of the Notes
SECTION 2.01. The Notes will be redeemable as a whole at any time or in part
from time to time, at the option of the Company, at a redemption price equal to
the greater of (i) 100% of the principal amount of such Notes and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon from the redemption date to December 15, 2016, discounted to
the redemption date on a semiannual basis (assuming a 360 day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis
points, plus, in either case, any interest accrued but not paid to the date of
redemption. Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of the Notes to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption. The Notes will not be subject to any sinking fund
provision.
quot;Treasury Ratequot; means, with respect to any redemption date for the
Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated quot;H.15(519)quot; or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption quot;Treasury Constant Maturities,quot; for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month), or
(ii) if such release referred to in clause (i) (or any successor release) is not
published during the week preceding the calculation date or does not contain the
yields referred to above, the rate per year equal to the semiannual equivalent
yield maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. The
Treasury Rate shall be calculated on the third Business Day preceding the
redemption date.
quot;Comparable Treasury Issuequot; means the United States Treasury
security selected by an quot;Independent Investment Bankerquot; as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.
quot;Independent Investment Bankerquot; means, with respect to any
redemption date for the Notes, Banc of America Securities LLC and its successors
or, if such firm or any successor to such firm, as the case may be, is unwilling
or unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Trustee after
consultation with the Company.