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 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 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 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, 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. 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, 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 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 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 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 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, 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. 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, 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 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 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 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
Order granting-motions-to-enjoin-9-a-of-exec-o (1)Edward Premo
The court granted preliminary injunctions against Section 9(a) of the Executive Order, finding that:
1) The Counties demonstrated standing and irreparable harm from the Order threatening hundreds of millions in federal funding.
2) The Order likely violates separation of powers and the 5th and 10th Amendments by attempting to place new conditions on all federal funds and coerce compliance with broad immigration policies.
3) While the government argued the Order only applies to three existing grants, its broad language and comments by Trump and Sessions show it aims more broadly, exceeding executive authority.
4) The injunction prohibits enforcing Section 9(a) in an unconstitutional manner but does not prevent enforcing existing grant conditions or Section 1373
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.
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.
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.
A SYNOPSIS OF THE REGISTRATION AND ENFORCEMENT OF FOREIGN JUDGMENTS IN NIGERIANnagozie Azih
The registration and enforcement of foreign judgments in Nigeria is governed by two statutes - the Reciprocal Enforcement of Judgments Ordinance 1922 and the Foreign Judgments (Reciprocal Enforcement) Act 1961. The 1922 Ordinance applies to judgments from UK and other Commonwealth countries, while the 1961 Act applies to other foreign countries if an order is made by the Minister of Justice. However, the 1961 Act has not been brought into effect through a Ministerial Order to date. As such, only judgments from countries covered by the 1922 Ordinance can currently be registered and enforced in Nigeria. The requirements and process for registering foreign judgments are outlined in the two statutes.
Section 13(d) and 13(g) of the Securities Exchange Act require disclosure of ownership for investors who acquire large stakes in public companies. Section 13(d) requires filing a Schedule 13D within 10 days of acquiring over 5% ownership. Section 13(g) added in 1977 requires investors with over 5% ownership to file a Schedule 13G if they do not intend to change or influence control of the company. Recent proposals aim to shorten filing deadlines and expand disclosure of derivative security ownership to increase transparency of activist investors.
The document provides an overview of public records law in Nevada. It discusses that (1) the purpose of Nevada's Public Records Act is to foster democratic principles by providing public access to government records, (2) public records are broadly defined as records in the custody or control of a government entity unless declared confidential by statute, and (3) records can be deemed confidential either by an express statutory exemption or through a balancing test weighing disclosure against interests in nondisclosure.
This document is an S-1 filing for an initial public offering of Atlas Pipeline Holdings, L.P. common units. The filing provides details on the offering, including:
1) Atlas Pipeline Holdings owns a general partner interest and limited partner units in Atlas Pipeline Partners, L.P., an energy services provider. It intends to use the proceeds from the offering to distribute cash to existing unitholders.
2) The offering involves 3.6 million common units with an anticipated price range of $XX to $XX per unit.
3) Risk factors are disclosed, including the fact that Atlas Pipeline Holdings' only asset is its interest in Atlas Pipeline Partners, so its cash flow depends entirely on
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.
BNA Daily Tax Report re NII Tax - JSH JGL PH - Dec 13Jeffrey Gould
The document discusses whether foreign tax credits can be used to offset liability under the net investment income tax (NIIT) imposed by the US. It argues that while the IRS says tax treaties would not allow this based on standard language, the IRS interpretation is incorrect and inappropriate. The denial of relief from double taxation under the NIIT through tax treaties is wrong as a matter of treaty interpretation and tax policy, as treaties are meant to avoid double taxation on the same income across countries. The document maintains that tax treaties should permit offsetting the NIIT with foreign tax credits in certain cross-border situations where the NIIT otherwise results in double taxation for US citizens or residents living abroad.
The document is a contract signed in 1783 between King Louis XVI of France and the United States to provide a new loan of 6 million livres to the newly independent nation. It outlines the terms of repayment, including reimbursing the loan in six equal installments starting in 1797 with 5% annual interest paid starting in 1785. It also summarizes previous loans provided by France to a total of 38 million livres, stipulating their repayment terms. The contract aims to establish orderly financing between the two parties in support of the new independence of the United States.
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 on an agreement between the registrant, Davis Goldberg & Galper PLLC, and their foreign principal Dmytro Firtash. Under the agreement, the registrant will provide legal services and representation to Firtash in ongoing legal matters, including working with other legal counsel. At times, services may include correcting public records and advising on media strategies. The document does not disclose any political activities.
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.
This document contains an amateur radio license for Brody E. Nagy of Southbury, CT. It provides instructions to cut out the wallet sized license and suggests laminating it after signing. The license lists the licensee's call sign, license grant and expiration dates, file number, and operator privileges. It also contains standard conditions stating that the license does not provide any rights beyond its term and is non-transferable.
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.
This resolution constitutes an application by the California legislature to the U.S. Congress to call a constitutional convention limited to proposing amendments that impose fiscal restraints and limit the power of the federal government. It joins similar applications from other states and expresses the understanding that Congress has no power over the convention other than setting the initial time and place. The resolution aims to protect individual liberty from excessive federal overreach through debt and overreach of state authority.
- 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.
This document provides information about Southwestern University, including its core purpose, values, and commitment to equal opportunity. It also lists the members of the University's Board of Trustees. The document was published in Spring 2010 in Southwestern University's magazine. It discusses events from Homecoming 2009 and the 100th anniversary of the University. It provides contact information for various University departments.
The document announces the annual meeting of Clear Channel Communications shareholders to be held on April 26, 2006. The meeting will address electing directors, ratifying the selection of Ernst & Young as independent auditors, and considering any shareholder proposals. Shareholders as of March 10, 2006 are entitled to vote. Admission tickets and picture ID are required to attend.
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 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
Order granting-motions-to-enjoin-9-a-of-exec-o (1)Edward Premo
The court granted preliminary injunctions against Section 9(a) of the Executive Order, finding that:
1) The Counties demonstrated standing and irreparable harm from the Order threatening hundreds of millions in federal funding.
2) The Order likely violates separation of powers and the 5th and 10th Amendments by attempting to place new conditions on all federal funds and coerce compliance with broad immigration policies.
3) While the government argued the Order only applies to three existing grants, its broad language and comments by Trump and Sessions show it aims more broadly, exceeding executive authority.
4) The injunction prohibits enforcing Section 9(a) in an unconstitutional manner but does not prevent enforcing existing grant conditions or Section 1373
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.
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.
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.
A SYNOPSIS OF THE REGISTRATION AND ENFORCEMENT OF FOREIGN JUDGMENTS IN NIGERIANnagozie Azih
The registration and enforcement of foreign judgments in Nigeria is governed by two statutes - the Reciprocal Enforcement of Judgments Ordinance 1922 and the Foreign Judgments (Reciprocal Enforcement) Act 1961. The 1922 Ordinance applies to judgments from UK and other Commonwealth countries, while the 1961 Act applies to other foreign countries if an order is made by the Minister of Justice. However, the 1961 Act has not been brought into effect through a Ministerial Order to date. As such, only judgments from countries covered by the 1922 Ordinance can currently be registered and enforced in Nigeria. The requirements and process for registering foreign judgments are outlined in the two statutes.
Section 13(d) and 13(g) of the Securities Exchange Act require disclosure of ownership for investors who acquire large stakes in public companies. Section 13(d) requires filing a Schedule 13D within 10 days of acquiring over 5% ownership. Section 13(g) added in 1977 requires investors with over 5% ownership to file a Schedule 13G if they do not intend to change or influence control of the company. Recent proposals aim to shorten filing deadlines and expand disclosure of derivative security ownership to increase transparency of activist investors.
The document provides an overview of public records law in Nevada. It discusses that (1) the purpose of Nevada's Public Records Act is to foster democratic principles by providing public access to government records, (2) public records are broadly defined as records in the custody or control of a government entity unless declared confidential by statute, and (3) records can be deemed confidential either by an express statutory exemption or through a balancing test weighing disclosure against interests in nondisclosure.
This document is an S-1 filing for an initial public offering of Atlas Pipeline Holdings, L.P. common units. The filing provides details on the offering, including:
1) Atlas Pipeline Holdings owns a general partner interest and limited partner units in Atlas Pipeline Partners, L.P., an energy services provider. It intends to use the proceeds from the offering to distribute cash to existing unitholders.
2) The offering involves 3.6 million common units with an anticipated price range of $XX to $XX per unit.
3) Risk factors are disclosed, including the fact that Atlas Pipeline Holdings' only asset is its interest in Atlas Pipeline Partners, so its cash flow depends entirely on
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.
BNA Daily Tax Report re NII Tax - JSH JGL PH - Dec 13Jeffrey Gould
The document discusses whether foreign tax credits can be used to offset liability under the net investment income tax (NIIT) imposed by the US. It argues that while the IRS says tax treaties would not allow this based on standard language, the IRS interpretation is incorrect and inappropriate. The denial of relief from double taxation under the NIIT through tax treaties is wrong as a matter of treaty interpretation and tax policy, as treaties are meant to avoid double taxation on the same income across countries. The document maintains that tax treaties should permit offsetting the NIIT with foreign tax credits in certain cross-border situations where the NIIT otherwise results in double taxation for US citizens or residents living abroad.
The document is a contract signed in 1783 between King Louis XVI of France and the United States to provide a new loan of 6 million livres to the newly independent nation. It outlines the terms of repayment, including reimbursing the loan in six equal installments starting in 1797 with 5% annual interest paid starting in 1785. It also summarizes previous loans provided by France to a total of 38 million livres, stipulating their repayment terms. The contract aims to establish orderly financing between the two parties in support of the new independence of the United States.
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 on an agreement between the registrant, Davis Goldberg & Galper PLLC, and their foreign principal Dmytro Firtash. Under the agreement, the registrant will provide legal services and representation to Firtash in ongoing legal matters, including working with other legal counsel. At times, services may include correcting public records and advising on media strategies. The document does not disclose any political activities.
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.
This document contains an amateur radio license for Brody E. Nagy of Southbury, CT. It provides instructions to cut out the wallet sized license and suggests laminating it after signing. The license lists the licensee's call sign, license grant and expiration dates, file number, and operator privileges. It also contains standard conditions stating that the license does not provide any rights beyond its term and is non-transferable.
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.
This resolution constitutes an application by the California legislature to the U.S. Congress to call a constitutional convention limited to proposing amendments that impose fiscal restraints and limit the power of the federal government. It joins similar applications from other states and expresses the understanding that Congress has no power over the convention other than setting the initial time and place. The resolution aims to protect individual liberty from excessive federal overreach through debt and overreach of state authority.
- 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.
This document provides information about Southwestern University, including its core purpose, values, and commitment to equal opportunity. It also lists the members of the University's Board of Trustees. The document was published in Spring 2010 in Southwestern University's magazine. It discusses events from Homecoming 2009 and the 100th anniversary of the University. It provides contact information for various University departments.
The document announces the annual meeting of Clear Channel Communications shareholders to be held on April 26, 2006. The meeting will address electing directors, ratifying the selection of Ernst & Young as independent auditors, and considering any shareholder proposals. Shareholders as of March 10, 2006 are entitled to vote. Admission tickets and picture ID are required to attend.
The document is a notice of the annual meeting of shareholders for Clear Channel Communications, Inc. to be held on May 22, 2007. The purposes of the meeting are to elect 11 directors, ratify the selection of Ernst & Young LLP as the company's independent auditors, and consider up to four shareholder proposals. Only shareholders of record as of April 2, 2007 are entitled to vote. Admission to the meeting requires an admission ticket or proof of share ownership.
This document is a proxy statement from Clear Channel Communications, Inc. regarding its 2003 Annual Meeting of Shareholders. The proxy statement provides information on the date, time, and location of the meeting, as well as the two proposals to be voted on: the election of eleven directors, and the ratification of Ernst & Young LLP as the company's independent auditors. It also includes questions and answers about the proxy process, details on director compensation and share ownership, executive compensation, and other required corporate governance disclosures.
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.
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.
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 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.
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.
The document is a Form 8-K filed by The Goodyear Tire & Rubber Company with the SEC on May 22, 2007. It announces that the company entered into an underwriting agreement to sell over 22 million shares of its common stock in a public offering at $33 per share, for total proceeds of over $750 million. The underwriters exercised their option to purchase additional shares. The company's general counsel issued a legality opinion on the shares offering. The proceeds will be used for general corporate purposes.
1) Micron Technology entered into an agreement to acquire Lexar Media through a stock-for-stock merger.
2) Under the agreement, Lexar shareholders will receive 0.5625 shares of Micron stock for each share of Lexar stock.
3) The merger is subject to shareholder and regulatory approval and other closing conditions.
Facebook completes WhatsApp acquisition, CEO Jan Koum agrees to $1 base salaryHarrison Weber
As expected, Facebook today closed its $19 billion acquisition of WhatsApp following approval from European regulators.
Details: http://venturebeat.com/2014/10/06/facebook-completes-whatsapp-acquisition-ceo-jan-koum-agrees-to-1-base-salary/
This document is a registration statement filed with the SEC to register shares of common stock for resale by the selling stockholder, RDW Capital, LLC. The registration statement relates to a securities purchase agreement between Force Protection Video Equipment Corp. and RDW Capital, whereby RDW Capital invested a total of $462,000 in Force Protection through three convertible promissory notes. If RDW Capital elects to convert the notes, up to 2,415,000 shares of common stock would be issuable to RDW Capital. The proceeds from the sale of shares by RDW Capital will be retained by RDW Capital, while Force Protection will bear the costs associated with the registration process.
- 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.
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.
A Securities and Exchange Commission form that shows Stone Energy is in talks to sell its 90,000 acres of Marcellus Shale leases, along with operating wells in the Marcellus, as part of the process to restructure the company and either avoid bankruptcy, or cut a deal before filing for bankruptcy. The big news is that Stone has put its Marcellus acreage on the market.
Clear Channel Communications Chairman and CEO Lowry Mays reaffirmed the company's previous guidance of mid to high single digit EBITDA growth for Q3 2003 compared to Q3 2002. The document notes that certain statements regarding guidance constitute "forward-looking statements" involving risks and uncertainties. It also lists various risks that could cause future results to differ from forward-looking statements, such as economic conditions, interest rates, competition, operating costs, regulations, and exchange rates.
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.
This document summarizes Micron Technology's Form 8-K filing with the SEC on September 24, 2003 regarding a securities purchase agreement between Micron and Intel Capital Corporation. Key details include:
- Intel Capital purchased $450 million of rights from Micron that are exercisable for shares of Micron common stock.
- Micron and Intel also entered into a business agreement, securities rights agreement, and stock rights agreement regarding certain Micron products.
- Exhibits to the 8-K filing include the securities purchase agreement, stock rights agreement, business agreement, and securities rights and restrictions agreement between Micron and Intel Capital.
Clear Channel Communications filed a Form 8-K with the SEC on August 9, 2005 reporting the following key events:
1) Clear Channel Outdoor Holdings entered into a new employment agreement with Paul Meyer to serve as President and COO with a base salary of $600,000 to $650,000 over three years.
2) Clear Channel Communications issued a press release announcing its financial results for the second quarter of 2005.
3) The filing included the employment agreement with Paul Meyer and the press release as exhibits.
Response Letter from SEC Chairman Schapiro to Congressman Issa Regarding Capi...100fsteet
The letter responds to questions about capital formation and securities regulations. It discusses rules around communications in registered and unregistered securities offerings. For registered offerings, communications are more restricted prior to effectiveness but liberalized rules since 2005 allow more information to reach investors. Unregistered offerings rely on exemptions like Rule 506 which do not prohibit promotional activities if the investors are accredited. The letter provides examples of how past rules impacted Google and Go Daddy's IPOs.
This document is an S-1 registration statement filed with the SEC by The Vita Coco Company, Inc. in preparation for an initial public offering of common stock. The filing includes details of the company such as its name, address, state of incorporation, description of business and risk factors. It states that the company intends to offer shares of common stock and provides an estimated price range for the IPO.
The Securities and Exchange Commission (“SEC”) just issued a press release announcing KBR, Inc. has its “first enforcement action against a company for using improperly restrictive language in confidentiality agreements with the potential to stifle the whistleblowing process.”
At issue, was KBR, Inc.’s standard practice of requiring employees interviewed in internal investigations to sign confidentiality statements with the following language:
“I understand that in order to protect the integrity of this review, I am prohibited from discussing any particulars regarding this interview and the subject matter discussed during the interview, without the prior authorization of the Law Department. I understand that the unauthorized disclosure of information may be grounds for disciplinary action up to and including termination of employment.”
The SEC found those terms violated Rule 21F-17, which prohibits companies from taking any action that would impede whistleblowers from reporting possible securities violations to the SEC.
In addition to agreeing to pay a fine of $130,000, KBR, Inc. also agreed to amend its standard confidentiality statement signed by employees interviewed during an internal investigation to read as follows:
“Nothing in this Confidentiality Statement prohibits me from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. I do not need the prior authorization of the Law Department to make any such reports or disclosures and I am not required to notify the company that I have made such reports or disclosures.”
To read more visit www.WinWinHR.com
Clear Channel Communications announced on March 12, 2003 that it plans to offer an additional $200 million in senior notes of the same series as $300 million previously issued on January 9, 2003. The proceeds will be used to finance the redemption of $300 million in LYONs notes assumed in a 1999 merger. Bank of America, Barclays Capital and JPMorgan will manage the bond transaction. A registration statement for the senior notes offering was declared effective by the SEC.
The Goodyear Tire & Rubber Company announced the results of an exchange offer for its 4.00% Convertible Senior Notes due 2034. Note holders tendered approximately $346 million or 99% of the outstanding notes in exchange for around 28.7 million shares of Goodyear common stock and $23 million in cash. This successful exchange eliminates $346 million in debt from Goodyear's balance sheet and reduces annual interest expense by $14 million, helping the company meet its debt reduction goals.
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
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.
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 quarter ended August 31, 2004. It includes financial statements such as the consolidated statements of income and balance sheets, as well as notes to the financial statements and sections on legal proceedings, controls and procedures, and certifications. The financial statements show that for the quarter ended August 31, 2004, KB Home reported revenues of $1.75 billion, net income of $117.9 million, and basic earnings per share of $3.03.
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.
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.
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.
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.
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.
13 Jun 24 ILC Retirement Income Summit - slides.pptxILC- UK
ILC's Retirement Income Summit was hosted by M&G and supported by Canada Life. The event brought together key policymakers, influencers and experts to help identify policy priorities for the next Government and ensure more of us have access to a decent income in retirement.
Contributors included:
Jo Blanden, Professor in Economics, University of Surrey
Clive Bolton, CEO, Life Insurance M&G Plc
Jim Boyd, CEO, Equity Release Council
Molly Broome, Economist, Resolution Foundation
Nida Broughton, Co-Director of Economic Policy, Behavioural Insights Team
Jonathan Cribb, Associate Director and Head of Retirement, Savings, and Ageing, Institute for Fiscal Studies
Joanna Elson CBE, Chief Executive Officer, Independent Age
Tom Evans, Managing Director of Retirement, Canada Life
Steve Groves, Chair, Key Retirement Group
Tish Hanifan, Founder and Joint Chair of the Society of Later life Advisers
Sue Lewis, ILC Trustee
Siobhan Lough, Senior Consultant, Hymans Robertson
Mick McAteer, Co-Director, The Financial Inclusion Centre
Stuart McDonald MBE, Head of Longevity and Democratic Insights, LCP
Anusha Mittal, Managing Director, Individual Life and Pensions, M&G Life
Shelley Morris, Senior Project Manager, Living Pension, Living Wage Foundation
Sarah O'Grady, Journalist
Will Sherlock, Head of External Relations, M&G Plc
Daniela Silcock, Head of Policy Research, Pensions Policy Institute
David Sinclair, Chief Executive, ILC
Jordi Skilbeck, Senior Policy Advisor, Pensions and Lifetime Savings Association
Rt Hon Sir Stephen Timms, former Chair, Work & Pensions Committee
Nigel Waterson, ILC Trustee
Jackie Wells, Strategy and Policy Consultant, ILC Strategic Advisory Board
OJP data from firms like Vicinity Jobs have emerged as a complement to traditional sources of labour demand data, such as the Job Vacancy and Wages Survey (JVWS). Ibrahim Abuallail, PhD Candidate, University of Ottawa, presented research relating to bias in OJPs and a proposed approach to effectively adjust OJP data to complement existing official data (such as from the JVWS) and improve the measurement of labour demand.
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
[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.
The Impact of Generative AI and 4th Industrial RevolutionPaolo Maresca
This infographic explores the transformative power of Generative AI, a key driver of the 4th Industrial Revolution. Discover how Generative AI is revolutionizing industries, accelerating innovation, and shaping the future of work.
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.
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: March 18, 2003
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 1-9645 74-1787539
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 East Basse Road, San Antonio, Texas 78209
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (210) 822-2828
2. ITEM 5. OTHER EVENTS.
Attached are the Underwriting Agreement and the Opinion of Akin Gump
Strauss Hauer & Feld LLP with respect to the offer and sale by Clear Channel
Communications, Inc. (quot;the Companyquot;), of $200,000,000 in aggregate principal
amount of the Company’s 4.625% Senior Notes due 2008 under the Company’s Shelf
Registration Statement on Form S-3, as amended, registration number 333-76942.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Underwriting Agreement dated March 12, 2003.
99.2 Opinion of Akin Gump Strauss Hauer & Feld LLP.
99.3 Twelfth Supplemental Indenture dated as of March 17,
2003, to Senior Indenture dated October 1, 1997, by
and between Clear Channel Communications, Inc. and
The Bank of New York, as Trustee.
SIGNATURES
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: March 18, 2003 By: /s/ HERBERT W. HILL JR.
-------------------------------------------
Herbert W. Hill, Jr.
Sr. Vice President/Chief Accounting Officer
3. INDEX TO EXHIBITS
99.1 Underwriting Agreement dated March 12, 2003.
99.2 Opinion of Akin Gump Strauss Hauer & Feld LLP.
99.3 Twelfth Supplemental Indenture dated as of March 17, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee.
4. EXHIBIT 99.1
Clear Channel Communications, Inc.
Underwriting Agreement
New York, New York
March 12, 2003
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 additional 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 Twelfth Supplemental Indenture dated as of March
17, 2003 (as so amended, the quot;Indenturequot;) (said principal amount to be issued
and sold by the Company being hereinafter called the quot;Underwritten Securitiesquot;).
The Company also proposes to grant to the Underwriters an option to purchase up
to the additional principal amount of its securities identified on Schedule II
(the quot;Option Securitiesquot;; the Option Securities, together with the Underwritten
Securities, 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,
5. 2
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 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), and on any date on which Option Securities sold in respect of
the Underwriters’ over-allotment option are purchased, if such date is
not the Closing Date (a quot;Settlement Datequot;), 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 and any Settlement 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
6. 3
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 and
any Settlement 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 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.
7. 4
(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 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 included in the Final
Prospectus present 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.
8. 5
(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 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, by-laws or partnership agreement 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
9. 6
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 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 otherwise disclosed in writing to
J.P. Morgan Securities Inc. 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
10. 7
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. (a) 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 the purchase price set forth on
Schedule I, the principal amount of Underwritten Securities set forth opposite
such Underwriter’s name in Schedule II.
(b) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not jointly, up
to the principal amount of Option Securities set forth on Schedule I or II at
the same purchase price per share as the Underwriters shall pay for the
Underwritten Securities. Said option may be exercised only to cover
over-allotments in the sale of the Underwritten Securities by the Underwriters.
Said option may be exercised in whole or in part at any time (but not more than
once) on or before the 30th day after the date of the Final Prospectus upon
written or telegraphic notice by the Representatives to the Company setting
forth the principal amount of the Option Securities as to which the several
Underwriters are exercising the option and the Settlement Date. Delivery of
Option Securities, and payment therefor, shall be made as provided in Section 3
hereof. The principal amount of the Option Securities to be purchased by each
Underwriter shall be the same percentage of the total principal amount of the
Option Securities to be purchased by the several Underwriters as such
Underwriter is purchasing of the Underwritten Securities, subject to such
adjustments as you in your absolute discretion shall make.
3. Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided for in
Section 2(b) hereof shall have been exercised on or before the third Business
Day prior to the Closing Date) shall be made on the date and at the time
specified in Schedule I hereto, which date and
11. 8
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 Underwritten Securities and the Option Securities shall be made through the
facilities of The Depository Trust Company unless the Representatives shall
otherwise instruct.
If the option provided for in Section 2(b) hereof is exercised
after the third Business Day prior to the Closing Date, the Company will deliver
the Option Securities (at the expense of the Company) to the Representatives on
the date specified by the Representatives (which shall be within three Business
Days after exercise of said option) for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. If settlement for the Option Securities occurs after the Closing
Date, the Company will deliver the Option Securities to the Representatives on
the Settlement Date for the Option Securities, and the obligation of the
Underwriters to purchase the Option Securities shall be conditioned upon receipt
of, supplemental opinions, certificates and letters confirming as of such date
the opinions, certificates and letters delivered on the Closing Date pursuant to
Section 5 hereof.
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
12. 9
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.
(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.
13. 10
(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 Underwritten Securities and the
Option Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the Execution Time, the Closing Date and any Settlement 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:
(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 the best of 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 the 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.
14. 11
(ii) The Indenture and the Securities conform in all
material respects to the descriptions thereof contained in the
Final Prospectus; and to the knowledge of such counsel, no
preemptive rights of stockholders exist with respect to any of
the Securities of the issue and sale thereof.
(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 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 correctly present the
15. 12
information called for with respect to such documents and
matters in all material respects.
(viii) 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 is of a character required to be disclosed
in the Final Prospectus and which has not been properly
disclosed therein.
(x) Neither the execution and delivery of the
Indenture, the issue and sale of the Securities nor the
execution and delivery of this Agreement and the consummation
of the transactions herein contemplated 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 to which the Company or
any of the Subsidiaries is a party or by which the Company or
any of the Subsidiaries may be bound (other than licenses or
permits granted by the FCC, on which such counsel need not
express any opinion), or (d) will 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.
16. 13
(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 or any Settlement Date, as the case may
be, contain an untrue statement of a material fact or omit to state a
material fact required to be 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
or any Settlement Date, as the case may be, the opinion of Wiley, Rein
& Fielding, special FCC counsel to the Company, dated the Closing Date
or any Settlement Date, as the case may be, addressed to the
Underwriters as is reasonably acceptable to the Underwriters.
(d) The Representatives shall have received from Cravath,
Swaine & Moore, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date or any Settlement Date, as the case may be, 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,
17. 14
dated the Closing Date or any Settlement Date, as the case may be, 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 or any Settlement Date,
as the case may be, with the same effect as if made on the
Closing Date or any Settlement Date, as the case may be, 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 or any Settlement Date, as the
case may be;
(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).
(f) At the Execution Time and at the Closing Date or any
Settlement Date, as the case may be, Ernst & Young LLP shall have
furnished to the Representatives letters dated as of the Execution Time
and the Closing Date or any Settlement Date, as the case may be, in
form and substance satisfactory to the Representatives.
(g) Except as agreed to by J.P. Morgan Securities Inc.,
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 or any Settlement Date, as the
case may be, 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
18. 15
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 or any Settlement Date, as the case may be, 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, 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 J.P. Morgan
Securities Inc. 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 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
19. 16
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; relating to concessions and
reallowances and to stabilization, 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 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
20. 17
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 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).
21. 18
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:
(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
22. 19
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.
This Agreement also may be terminated by you, by notice to the
Company, as to any obligation of the Underwriters to purchase the Option
Securities, upon the occurrence at any time prior to a Settlement Date of any of
the events described in subparagraph (a) above or 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 J.P. Morgan Securities Inc., 270 Park Avenue, Seventh
Floor, New York, NY 10017, attention: Transaction Execution Group 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 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.
23. 20
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 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.
24. 21
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.
25. 22
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/ JULIANA F. HILL
Name: Juliana F. Hill
Title: Senior Vice President-Finance
26. 23
The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule I hereto.
Banc of America Securities LLC
Barclays Capital Inc.
J. P. Morgan Securities Inc.
By: J.P. Morgan Securities Inc.
By: /S/ CARL J. MEHLDAU JR.
Name: Carl J. Mehldau Jr.
Title: Vice President
For themselves and the other several Underwriters, if any, named in Schedule II
to the foregoing Agreement.
27. 24
SCHEDULE I
Underwriting Agreement dated March 12, 2003
Registration Statement No. 333-76942
Representatives:
J.P. Morgan Securities Inc.
Underwriters:
Banc of America Securities LLC
Barclays Capital Inc.
J. P. Morgan Securities Inc.
Title, Purchase Price and Description of Securities:
Title: $200,000,000 4 5/8% Senior Notes due 2008 (the quot;notesquot;)
Principal Amount of Underwritten Securities: $200,000,000
Purchase Price (include accrued interest or amortization, if any):
$205,397,222.22 (comprised of net proceeds of $203,650,000, and accrued
interest of $1,747,222.22) for the $200,000,000 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 or (ii) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon from the redemption date to January 15, 2008 ,
discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 25 basis points and 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.
28. 25
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 (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum
equal to the semi-annual 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 one of the Reference
Treasury Dealers 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.
quot;Reference Treasury Dealerquot; means each of Credit Suisse First
Boston Corporation and J.P. Morgan Securities Inc. and two other
primary U.S. Government securities dealers in New York City (each, a
quot;Primary Treasury Dealerquot;) appointed by the Trustee in consultation
with the Company; provided, however, that 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 (expressed in each case as a
percentage of its principal
29. 26
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.
Principal Amount of Option Securities: N/A
Other provisions: None
Closing Date, Time and Location: March 17, 2003 at 10:00 a.m. at
Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Ave., New York, NY
10019
Type of Offering: Non-delayed
Overallotment Option: None
30. 27
SCHEDULE II
<Table>
<Caption>
Underwriters Principal Amount of Notes
------------------------------------------------------ ----------------------------------------------
<S> <C>
Banc of America Securities LLC.................... 66,667,000
Barclays Capital Inc.............................. 66,667,000
J. P. Morgan Securities Inc....................... 66,666,000
------------
Total.................................... $200,000,000
============
</Table>
The Company has not granted the Underwriters an option to purchase any
additional principal amount of the above referenced securities.
31. 28
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. In connection with the amendment of the Company’s existing
credit facility and the adoption of the Company’s $3 billion
credit facilities, the Company pledged an intercompany note
not to exceed amount permitted under the Senior Indenture to
AMFM Operating Inc. or their respective subsidiaries relating
to funds advanced to such entities.
C. 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.
Vernon E. Jordan, Jr., a director of the Company, is a senior managing
director of Lazard Freres & Co., LLC, 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. The Company is among the defendants in a lawsuit filed on June 12, 2002
in the United States District Court for the Southern District of
Florida by Spanish Broadcasting System. The plaintiffs allege that the
company is in violation of Section One and Section Two of the Sherman
Antitrust Act as well as various claims such as unfair trade practices
and defamation, among other counts. This case was dismissed with
prejudice on January 31, 2003, but the plaintiffs have filed with the
court for reconsideration.
32. EXHIBIT 99.2
(AKIN GUMP STRAUS HAUER & FELD LLP LETTERHEAD)
March 17, 2003
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
$200,000,000 in aggregate principal amount of the Company’s 4.625% Senior Notes
due 2008 (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 Eleventh Supplemental Indenture dated as of
January 9, 2003, and the Twelfth Supplemental Indenture dated as of March 17,
2003 (as so amended, the quot;INDENTUREquot;), and sold pursuant to the terms of an
underwriting agreement (the quot;UNDERWRITING AGREEMENTquot;) dated March 12, 2003,
between the Company and each of the underwriters (the quot;UNDERWRITERSquot;) listed in
Schedule II of the Underwriting Agreement. 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
33. Page 2
March 17, 2003
delivered to and paid for by the Underwriters 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.
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. This law firm is a registered limited liability partnership
organized under the laws of the state of Texas.
C. 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
34. Page 3
March 17, 2003
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 LLP
35. EXHIBIT 99.3
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
----------------------
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of March 17, 2003
TO
SENIOR INDENTURE
Dated as of October 1, 1997
----------------------
4 5/8% Senior Notes due January 15, 2008
36. 2
Twelfth Supplemental Indenture, dated as of
the 17th day of March 2003 (this quot;Twelfth
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 issue an additional $200,000,000 aggregate principal amount of its
4 5/8% Senior Notes due January 15, 2008 (such additional principal amount being
referred to herein as the quot;Additional 2008 Notesquot;), $300,000,000 aggregate
principal amount of which have been previously issued and are outstanding (the
quot;Outstanding 2008 Notesquot; and together with the Additional 2008 Notes, the quot;2008
Notesquot;), the form of such Additional 2008 Notes and the terms, provisions and
conditions thereof to be as provided in the Indenture and this Twelfth
Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Twelfth Supplemental
Indenture, and all requirements necessary to make this Twelfth Supplemental
Indenture a valid instrument, enforceable in accordance with its terms, and to
make the Additional 2008 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 Additional 2008 Notes have been in all respects duly
authorized.
NOW, THEREFORE, in consideration of the purchase and
acceptance of the Additional 2008 Notes by the holders thereof, and for the
purpose of setting forth, as provided in the Indenture, the form of the
Additional 2008 Notes and the terms, provisions and conditions thereof, the
Company covenants and agrees with the Trustee as follows:
37. 3
ARTICLE I
General Terms and Conditions of
the Additional 2008 Notes
SECTION 1.01. (a) There shall be and is hereby authorized the
issuance of the Additional 2008 Notes, initially limited in aggregate principal
amount to $200,000,000. The Additional 2008 Notes shall have the same terms,
including without limitation, the same maturity date, interest rate, redemption
and other provisions and interest payment dates as the Outstanding 2008 Notes,
and will be become part of the same series and will be designated by the same
CUSIP number as the Outstanding 2008 Notes. Without the consent of the Holders
of the 2008 Notes, the aggregate principal amount of the 2008 Notes may be
increased in the future, on the same terms and conditions and with the same
CUSIP number as the 2008 Notes. The 2008 Notes shall mature and the principal
thereof shall be due and payable, together with all accrued and unpaid interest
thereon on January 15, 2008.
SECTION 1.02. The Additional 2008 Notes shall be initially
issued as Global Securities.
ARTICLE II
Form of 2008 Notes
SECTION 2.01. The 2008 Notes the Trustee’s Certificate of
Authentication to be endorsed thereon are to be substantially in the following
forms:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY; A NEW YORK CORPORATION (quot;DTCquot;),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE
INDENTURE HEREINAFTER REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
38. 4
CLEAR CHANNEL COMMUNICATIONS, INC.
4 5/8% SENIOR NOTE DUE JANUARY 15, 2008
REGISTERED $[ ],000,000
NO. R-[ ] CUSIP 184502 AN 2
CLEAR CHANNEL COMMUNICATIONS, INC., a corporation duly
organized and existing under the laws of the State of Texas (herein called the
quot;Companyquot;, which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $[ ],000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on January 15,
2008 in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest on said principal sum semiannually on January 15 and July 15 of
each year, commencing July 15, 2003 (each an quot;Interest Payment Datequot;), at said
office or agency, in like coin or currency, at the rate per annum specified in
the title hereof, from January 15 and July 15, as the case may be, next
preceding the date of this Note to which interest on the Notes has been paid or
duly provided for (unless the date hereof is the date to which interest on the
Notes has been paid or duly provided for, in which case from the date of this
Note), or if no interest has been paid on the Notes or duly provided for, from
January 9, 2003 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after the 1st
day of any January or July and before the next succeeding January 15 and July
15, this Note shall bear interest from such January 15 or July 15, as the case
may be; provided, however, that if the Company shall default in the payment of
interest due on such January 15 or July 15, then this Note shall bear interest
from the next preceding January 15 or July 15 to which interest on the Notes has
been paid or duly provided for, or, if no interest has been paid on the Notes or
duly provided for, from January 9, 2003. The interest so payable, and punctually
paid or duly provided for, on any January 15 or July 15 will, except as provided
in the Indenture dated as of October 1, 1997, as supplemented to the date of
this Note (herein called the quot;Indenturequot;), duly executed and delivered by the
Company and The Bank of New York, as Trustee (herein called the quot;Trusteequot;), be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the next preceding January
15 or July 15, as the case may be (herein called the quot;Regular Record Datequot;),
whether or not a Business Day, and may, at the option of the Company, be paid by
check mailed to the registered address of such Person. Any such interest which
is payable, but is not so punctually paid or duly provided for, shall forthwith
cease to be payable to the registered Holder on such Regular Record Date and may
be paid either to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of the Notes 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, if
such manner of payment shall be deemed practical by the Trustee, all as more
fully provided in the Indenture. Notwithstanding the foregoing, in the case of
interest payable at Stated Maturity, such interest shall be paid to the same
Person to whom the principal hereof is