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.
This document provides an annual report for Geopharma, Inc. for the fiscal year ending March 31, 2009. Geopharma operates as a contract manufacturer of nutritional supplements, generic drugs, and health/beauty products. It owns several subsidiaries that focus on different aspects of manufacturing and distribution. Geopharma's strategy is to vertically integrate its operations to increase efficiencies and capitalize on synergies across its business segments. It focuses on research and development to enhance existing products and develop new offerings.
First American sent its shareholders its 2007 Form 10-K and amendment instead of the annual report and proxy materials. The company's board will set a date for the annual shareholder meeting where proxy materials and a summary annual report will be provided. First American is separating its Financial Services and Information Solutions businesses into two independent publicly traded companies and will provide updates on its website and SEC filings.
Clear Channel Communications filed 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.
pilgrim's pride E6F8E5CC-96EB-4461-AC0C-CA7478A47A6C_PILGRIMSPRIDECO10KAfinance30
This document is an amendment to Pilgrim's Pride Corporation's annual report on Form 10-K for the 2008 fiscal year. It includes additional information required for items 10-14 of Part III, including details on directors, executive officers, executive compensation, security ownership, related party transactions, and accounting fees. The amendment was filed to incorporate this information by reference since the company's definitive proxy statement will not be filed within 120 days of the fiscal year end.
Realogy Corporation announced amendments to its invitation for commitments of up to $500 million in new second lien term loans. The amendments extended the termination date to December 19th and standardized the consideration required to fund commitments accepted after November 26th at the same levels as earlier commitments. Over $237 million in commitments have already been received, for which Realogy has received over $500 million in existing notes. Commitments and delivered notes can no longer be rescinded or withdrawn.
This document is SLM Corporation's (Sallie Mae) annual report filed with the SEC on Form 10-K. It summarizes Sallie Mae's business operations, including that it originates, services, and collects federal and private student loans. It also discusses recent legislative and market developments that have impacted Sallie Mae's business, including reduced funding access and higher costs due to capital market disruptions, as well as new government programs to support student lending.
URS Corporation filed its annual report on Form 10-K for the fiscal year ended December 28, 2007. The filing includes information on the company's business segments, clients served, services provided, and markets addressed. It also provides consolidated financial statements and notes to the financial statements.
A law firm representing some of Realogy Corporation's noteholders and lenders sent a letter alleging that Realogy's invitation for existing noteholders to participate as lenders in new second lien term loans is not authorized and constitutes various breaches. The letter asserts the company will pursue legal challenges and seek to subordinate the new loans. Realogy believes the assertions are without merit and intends to proceed with the invitation as planned, vigorously defending any legal actions.
This document provides an annual report for Geopharma, Inc. for the fiscal year ending March 31, 2009. Geopharma operates as a contract manufacturer of nutritional supplements, generic drugs, and health/beauty products. It owns several subsidiaries that focus on different aspects of manufacturing and distribution. Geopharma's strategy is to vertically integrate its operations to increase efficiencies and capitalize on synergies across its business segments. It focuses on research and development to enhance existing products and develop new offerings.
First American sent its shareholders its 2007 Form 10-K and amendment instead of the annual report and proxy materials. The company's board will set a date for the annual shareholder meeting where proxy materials and a summary annual report will be provided. First American is separating its Financial Services and Information Solutions businesses into two independent publicly traded companies and will provide updates on its website and SEC filings.
Clear Channel Communications filed 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.
pilgrim's pride E6F8E5CC-96EB-4461-AC0C-CA7478A47A6C_PILGRIMSPRIDECO10KAfinance30
This document is an amendment to Pilgrim's Pride Corporation's annual report on Form 10-K for the 2008 fiscal year. It includes additional information required for items 10-14 of Part III, including details on directors, executive officers, executive compensation, security ownership, related party transactions, and accounting fees. The amendment was filed to incorporate this information by reference since the company's definitive proxy statement will not be filed within 120 days of the fiscal year end.
Realogy Corporation announced amendments to its invitation for commitments of up to $500 million in new second lien term loans. The amendments extended the termination date to December 19th and standardized the consideration required to fund commitments accepted after November 26th at the same levels as earlier commitments. Over $237 million in commitments have already been received, for which Realogy has received over $500 million in existing notes. Commitments and delivered notes can no longer be rescinded or withdrawn.
This document is SLM Corporation's (Sallie Mae) annual report filed with the SEC on Form 10-K. It summarizes Sallie Mae's business operations, including that it originates, services, and collects federal and private student loans. It also discusses recent legislative and market developments that have impacted Sallie Mae's business, including reduced funding access and higher costs due to capital market disruptions, as well as new government programs to support student lending.
URS Corporation filed its annual report on Form 10-K for the fiscal year ended December 28, 2007. The filing includes information on the company's business segments, clients served, services provided, and markets addressed. It also provides consolidated financial statements and notes to the financial statements.
A law firm representing some of Realogy Corporation's noteholders and lenders sent a letter alleging that Realogy's invitation for existing noteholders to participate as lenders in new second lien term loans is not authorized and constitutes various breaches. The letter asserts the company will pursue legal challenges and seek to subordinate the new loans. Realogy believes the assertions are without merit and intends to proceed with the invitation as planned, vigorously defending any legal actions.
This document is SLM Corporation's annual report on Form 10-K filed with the United States Securities and Exchange Commission for the fiscal year ended December 31, 2007. It provides information on SLM Corporation's business, operations, financial results, subsidiaries, legal proceedings, risks and other disclosures required by the SEC. Specifically, the document includes SLM Corporation's audited financial statements, discusses its student loan portfolio and business segments, discloses legal and regulatory risks, and incorporates portions of its proxy statement by reference.
This document is a Form 10-K filed by Unisys Corporation with the United States Securities and Exchange Commission for the fiscal year ending December 31, 2005. It provides an overview of Unisys' business operations, organizational structure, products and services, financial performance, risks, properties, legal proceedings, and executive officers. Key details include that Unisys has two business segments - Services and Technology; it had revenues of approximately $6 billion and 36,100 employees as of 2005; and Joseph W. McGrath has served as President and CEO since 2005.
Franchise Disclosure Document for Smashburger Franchising, LLCFranchise Review
The document is a franchise disclosure document for Smashburger Franchising LLC. It provides information about investing in and operating a Smashburger restaurant franchise. The total investment to open a Smashburger franchise ranges from $317,500 to $789,500, which includes initial franchise and other fees. The document discloses legal actions, bankruptcy information, fees, estimated costs, obligations, restrictions, and other details relevant to understanding the Smashburger franchise opportunity.
- The document is a Form 10-K annual report filed by Unisys Corporation with the US Securities and Exchange Commission for the fiscal year ending December 31, 2006.
- Unisys operates two business segments - Services and Technology. The Services segment provides consulting, outsourcing, and other services, while the Technology segment develops servers and related products.
- As of December 31, 2006 Unisys had approximately 31,500 employees and major facilities around the world, including 21 in the US and 23 outside the US. No single customer accounted for over 10% of revenue.
This document is Dollar General Corporation's annual report (Form 10-K) filed with the SEC for the fiscal year ended February 2, 2007. It summarizes Dollar General's business operations, including that it operates discount retail stores offering consumable merchandise. It also announces that Dollar General entered into an agreement to be acquired by affiliates of Kohlberg Kravis Roberts & Co. in a deal valued at $22 per share. The report provides an overview of Dollar General's strategic initiatives, growth strategies, and risks to its business.
This document is Family Dollar Stores' annual report (Form 10-K) filed with the SEC for the fiscal year ending August 27, 2005. It provides an overview of the company's business operations, including that it operates almost 6,000 discount retail stores across 44 states that offer a variety of general merchandise priced between $1-10. The report discusses the company's strategy of everyday low pricing and limited advertising, and notes that most items are priced under $10. It also provides a table of contents that outlines the various sections and topics covered in the report.
This document is Starbucks' annual report on Form 10-K for the fiscal year ended October 1, 2006. It provides information on Starbucks' business segments, which were reorganized in fiscal 2006 to include three segments: United States, International, and Global Consumer Products Group. The report also discloses that 85% of Starbucks' revenue comes from company-operated retail stores, while the remaining 15% comes from specialty operations such as licensed retail stores, grocery/warehouse club sales, and other initiatives.
This document is SLM Corporation's (Sallie Mae) annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2006. It includes information such as a list of securities registered with exchanges and disclosure of Sallie Mae's status as a large accelerated filer. In addition, it provides definitions for terms used throughout the report related to Sallie Mae's operations involving federal student loans.
The document summarizes Clear Channel Communications filing a Form 8-K with the SEC. It announces setting a new record date of January 22, 2007 for shareholders to vote on approving the merger agreement between Clear Channel and BT Triple Crown Merger Co. It also provides information that additional details about the proposed merger will be filed with the SEC in a proxy statement, and that shareholders and investors should read this proxy statement which will contain important information. It identifies that Clear Channel and its directors may be deemed participants in soliciting shareholder votes for the proposed merger.
This document is Sunoco Inc.'s SEC Form 10-K for the 2004 fiscal year. It provides an overview of Sunoco's business operations, which include petroleum refining and marketing, chemicals manufacturing, logistics services, and cokemaking. In 2004, Sunoco acquired a refinery in New Jersey and retail gas stations in several states, and sold interests in some chemical facilities. The filing includes details on Sunoco's five business segments and financial information for the previous three years.
This document is a Form 8-K filed by Harleysville Group Inc. with the SEC reporting its first quarter 2009 results. Key points:
- Operating income was $0.63 per share, impacted by elevated property losses. Statutory combined ratio was 101.9%.
- Commercial lines premiums decreased 8.9% while personal lines increased 6.6%. Commercial combined ratio was 102.6% and personal was 98.9%.
- Investment income decreased but the company maintained a strong capital position with a book value of $23.82 per share and dividend increase of 20%.
- While conditions are difficult, the company remains committed to profitable growth and an operating return on equity of
The document is a Form 8-K filed by Reliance Steel & Aluminum Co. with the SEC announcing the acquisition of PNA Group Holding Corporation.
[1] Reliance Steel completed the acquisition of PNA Group Holding on August 1, 2008 for $340 million in cash plus the repayment or refinancing of $725 million of PNA Group Holding's debt. [2] PNA Group Holding's subsidiaries include several steel processing and distribution companies that will continue to operate as subsidiaries of Reliance Steel initially. [3] To fund the acquisition, Reliance Steel obtained a $500 million term loan and drew on its existing $1.1 billion
Craftmade International Inc. filed its annual report on Form 10-K for the fiscal year ended June 30, 2009. The report discusses the company's two segments - Specialty and Mass - which have been impacted by the economic downturn and decline in housing. In January 2008, the company acquired certain assets of Woodard, LLC, expanding its outdoor furniture offerings. Lowe's remains its largest customer although there are no long-term contracts. The report provides an overview of the company's business operations and financial information.
This document is Sunoco Inc.'s annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2006. It provides information on Sunoco's business operations, which are organized into five segments: Refining and Supply, Retail Marketing, Chemicals, Logistics, and Coke. It summarizes details for each segment such as facilities, capacity, throughput and production for refining, retail sites for retail marketing, and joint venture details for various chemical plants.
This document is an annual report filed by URS Corporation that provides an overview of the company's business for the past year. It discusses the company's clients, services, markets, and financial information. URS operates through two divisions, providing engineering and construction services, as well as systems engineering and technical assistance services primarily to US federal government agencies like the Departments of Defense and Homeland Security. The report provides details on the company's revenues, services, and markets by client type, including federal government, state and local government, private industry, and international clients.
This document is Toll Brothers, Inc.'s annual report (Form 10-K) filed with the SEC for the fiscal year ended October 31, 2008. It provides information on Toll Brothers' business operations, including that it designs and builds single-family homes and luxury residential communities in 21 U.S. states. In the past 5 years it has delivered over 35,000 homes. However, since 2005 it has experienced a slowdown in business due to factors like the economic downturn, housing market decline, and credit crunch. The report provides details on Toll Brothers' operations and the risks and challenges currently facing its industry and business.
Clear Channel Communications reported financial results for the second quarter of 2007, with revenue increasing 5% to $1.8 billion compared to the second quarter of 2006. Operating expenses grew 6% to $1.1 billion, and income before discontinued operations increased 21% to $208.7 million. By division, radio revenues grew 1% to $918 million while outdoor advertising revenues increased 12% to $837 million. The company also provided an outlook for the third quarter and full year 2007, with radio revenues pacing down 1.5% and 0.2% respectively, while outdoor revenues were pacing up 10.6% for Q3 and 7.2% for the full year.
The document is Clear Channel Communications' annual report on Form 10-K for the fiscal year ended December 31, 2005. It provides an overview of Clear Channel's business operations, financial performance, risks, properties, legal proceedings, and other required disclosures. Specifically, it notes that Clear Channel owns radio stations and outdoor advertising displays across the United States and internationally. It also previously operated a live entertainment business that was spun off in 2005. The report includes segment financial data and discusses Clear Channel's strategy of serving local communities through diverse media assets.
CC Media Holdings reported its second quarter 2008 results. Revenue increased 2% to $1.83 billion due to foreign exchange movements, while expenses rose 6% to $1.19 billion including foreign exchange effects. Income before discontinued operations increased 28% to $277 million and diluted EPS rose 27% to $0.56. Radio revenue fell 6% due to weakness in advertising, while outdoor revenue rose 9% including foreign exchange effects. The company completed its acquisition of Clear Channel on July 30, 2008.
- 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.
The document is an employment agreement between SFX Entertainment (d/b/a Clear Channel Entertainment) and Michael Rapino for his role as President and CEO. It outlines the terms of his employment including a term until August 2007 with annual extensions, base salary of $550,000, eligibility for annual performance bonuses, and stock option grants contingent upon a planned spin-off. It also details benefits, paid time off, reimbursement of expenses, and contains standard nondisclosure and nonsolicitation clauses.
Clear Channel Communications announced a strategic realignment plan involving its businesses to enhance shareholder value. The plan includes an IPO of 10% of Clear Channel Outdoor, a spin-off of 100% of Clear Channel Entertainment, a $3.00 per share special dividend, and a 50% increase in the recurring quarterly dividend. The transactions are expected to highlight the value of each business and allow them to pursue growth opportunities independently while returning significant capital to shareholders. Completion of the plan is subject to various approvals and conditions.
This document is SLM Corporation's annual report on Form 10-K filed with the United States Securities and Exchange Commission for the fiscal year ended December 31, 2007. It provides information on SLM Corporation's business, operations, financial results, subsidiaries, legal proceedings, risks and other disclosures required by the SEC. Specifically, the document includes SLM Corporation's audited financial statements, discusses its student loan portfolio and business segments, discloses legal and regulatory risks, and incorporates portions of its proxy statement by reference.
This document is a Form 10-K filed by Unisys Corporation with the United States Securities and Exchange Commission for the fiscal year ending December 31, 2005. It provides an overview of Unisys' business operations, organizational structure, products and services, financial performance, risks, properties, legal proceedings, and executive officers. Key details include that Unisys has two business segments - Services and Technology; it had revenues of approximately $6 billion and 36,100 employees as of 2005; and Joseph W. McGrath has served as President and CEO since 2005.
Franchise Disclosure Document for Smashburger Franchising, LLCFranchise Review
The document is a franchise disclosure document for Smashburger Franchising LLC. It provides information about investing in and operating a Smashburger restaurant franchise. The total investment to open a Smashburger franchise ranges from $317,500 to $789,500, which includes initial franchise and other fees. The document discloses legal actions, bankruptcy information, fees, estimated costs, obligations, restrictions, and other details relevant to understanding the Smashburger franchise opportunity.
- The document is a Form 10-K annual report filed by Unisys Corporation with the US Securities and Exchange Commission for the fiscal year ending December 31, 2006.
- Unisys operates two business segments - Services and Technology. The Services segment provides consulting, outsourcing, and other services, while the Technology segment develops servers and related products.
- As of December 31, 2006 Unisys had approximately 31,500 employees and major facilities around the world, including 21 in the US and 23 outside the US. No single customer accounted for over 10% of revenue.
This document is Dollar General Corporation's annual report (Form 10-K) filed with the SEC for the fiscal year ended February 2, 2007. It summarizes Dollar General's business operations, including that it operates discount retail stores offering consumable merchandise. It also announces that Dollar General entered into an agreement to be acquired by affiliates of Kohlberg Kravis Roberts & Co. in a deal valued at $22 per share. The report provides an overview of Dollar General's strategic initiatives, growth strategies, and risks to its business.
This document is Family Dollar Stores' annual report (Form 10-K) filed with the SEC for the fiscal year ending August 27, 2005. It provides an overview of the company's business operations, including that it operates almost 6,000 discount retail stores across 44 states that offer a variety of general merchandise priced between $1-10. The report discusses the company's strategy of everyday low pricing and limited advertising, and notes that most items are priced under $10. It also provides a table of contents that outlines the various sections and topics covered in the report.
This document is Starbucks' annual report on Form 10-K for the fiscal year ended October 1, 2006. It provides information on Starbucks' business segments, which were reorganized in fiscal 2006 to include three segments: United States, International, and Global Consumer Products Group. The report also discloses that 85% of Starbucks' revenue comes from company-operated retail stores, while the remaining 15% comes from specialty operations such as licensed retail stores, grocery/warehouse club sales, and other initiatives.
This document is SLM Corporation's (Sallie Mae) annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2006. It includes information such as a list of securities registered with exchanges and disclosure of Sallie Mae's status as a large accelerated filer. In addition, it provides definitions for terms used throughout the report related to Sallie Mae's operations involving federal student loans.
The document summarizes Clear Channel Communications filing a Form 8-K with the SEC. It announces setting a new record date of January 22, 2007 for shareholders to vote on approving the merger agreement between Clear Channel and BT Triple Crown Merger Co. It also provides information that additional details about the proposed merger will be filed with the SEC in a proxy statement, and that shareholders and investors should read this proxy statement which will contain important information. It identifies that Clear Channel and its directors may be deemed participants in soliciting shareholder votes for the proposed merger.
This document is Sunoco Inc.'s SEC Form 10-K for the 2004 fiscal year. It provides an overview of Sunoco's business operations, which include petroleum refining and marketing, chemicals manufacturing, logistics services, and cokemaking. In 2004, Sunoco acquired a refinery in New Jersey and retail gas stations in several states, and sold interests in some chemical facilities. The filing includes details on Sunoco's five business segments and financial information for the previous three years.
This document is a Form 8-K filed by Harleysville Group Inc. with the SEC reporting its first quarter 2009 results. Key points:
- Operating income was $0.63 per share, impacted by elevated property losses. Statutory combined ratio was 101.9%.
- Commercial lines premiums decreased 8.9% while personal lines increased 6.6%. Commercial combined ratio was 102.6% and personal was 98.9%.
- Investment income decreased but the company maintained a strong capital position with a book value of $23.82 per share and dividend increase of 20%.
- While conditions are difficult, the company remains committed to profitable growth and an operating return on equity of
The document is a Form 8-K filed by Reliance Steel & Aluminum Co. with the SEC announcing the acquisition of PNA Group Holding Corporation.
[1] Reliance Steel completed the acquisition of PNA Group Holding on August 1, 2008 for $340 million in cash plus the repayment or refinancing of $725 million of PNA Group Holding's debt. [2] PNA Group Holding's subsidiaries include several steel processing and distribution companies that will continue to operate as subsidiaries of Reliance Steel initially. [3] To fund the acquisition, Reliance Steel obtained a $500 million term loan and drew on its existing $1.1 billion
Craftmade International Inc. filed its annual report on Form 10-K for the fiscal year ended June 30, 2009. The report discusses the company's two segments - Specialty and Mass - which have been impacted by the economic downturn and decline in housing. In January 2008, the company acquired certain assets of Woodard, LLC, expanding its outdoor furniture offerings. Lowe's remains its largest customer although there are no long-term contracts. The report provides an overview of the company's business operations and financial information.
This document is Sunoco Inc.'s annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2006. It provides information on Sunoco's business operations, which are organized into five segments: Refining and Supply, Retail Marketing, Chemicals, Logistics, and Coke. It summarizes details for each segment such as facilities, capacity, throughput and production for refining, retail sites for retail marketing, and joint venture details for various chemical plants.
This document is an annual report filed by URS Corporation that provides an overview of the company's business for the past year. It discusses the company's clients, services, markets, and financial information. URS operates through two divisions, providing engineering and construction services, as well as systems engineering and technical assistance services primarily to US federal government agencies like the Departments of Defense and Homeland Security. The report provides details on the company's revenues, services, and markets by client type, including federal government, state and local government, private industry, and international clients.
This document is Toll Brothers, Inc.'s annual report (Form 10-K) filed with the SEC for the fiscal year ended October 31, 2008. It provides information on Toll Brothers' business operations, including that it designs and builds single-family homes and luxury residential communities in 21 U.S. states. In the past 5 years it has delivered over 35,000 homes. However, since 2005 it has experienced a slowdown in business due to factors like the economic downturn, housing market decline, and credit crunch. The report provides details on Toll Brothers' operations and the risks and challenges currently facing its industry and business.
Clear Channel Communications reported financial results for the second quarter of 2007, with revenue increasing 5% to $1.8 billion compared to the second quarter of 2006. Operating expenses grew 6% to $1.1 billion, and income before discontinued operations increased 21% to $208.7 million. By division, radio revenues grew 1% to $918 million while outdoor advertising revenues increased 12% to $837 million. The company also provided an outlook for the third quarter and full year 2007, with radio revenues pacing down 1.5% and 0.2% respectively, while outdoor revenues were pacing up 10.6% for Q3 and 7.2% for the full year.
The document is Clear Channel Communications' annual report on Form 10-K for the fiscal year ended December 31, 2005. It provides an overview of Clear Channel's business operations, financial performance, risks, properties, legal proceedings, and other required disclosures. Specifically, it notes that Clear Channel owns radio stations and outdoor advertising displays across the United States and internationally. It also previously operated a live entertainment business that was spun off in 2005. The report includes segment financial data and discusses Clear Channel's strategy of serving local communities through diverse media assets.
CC Media Holdings reported its second quarter 2008 results. Revenue increased 2% to $1.83 billion due to foreign exchange movements, while expenses rose 6% to $1.19 billion including foreign exchange effects. Income before discontinued operations increased 28% to $277 million and diluted EPS rose 27% to $0.56. Radio revenue fell 6% due to weakness in advertising, while outdoor revenue rose 9% including foreign exchange effects. The company completed its acquisition of Clear Channel on July 30, 2008.
- 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.
The document is an employment agreement between SFX Entertainment (d/b/a Clear Channel Entertainment) and Michael Rapino for his role as President and CEO. It outlines the terms of his employment including a term until August 2007 with annual extensions, base salary of $550,000, eligibility for annual performance bonuses, and stock option grants contingent upon a planned spin-off. It also details benefits, paid time off, reimbursement of expenses, and contains standard nondisclosure and nonsolicitation clauses.
Clear Channel Communications announced a strategic realignment plan involving its businesses to enhance shareholder value. The plan includes an IPO of 10% of Clear Channel Outdoor, a spin-off of 100% of Clear Channel Entertainment, a $3.00 per share special dividend, and a 50% increase in the recurring quarterly dividend. The transactions are expected to highlight the value of each business and allow them to pursue growth opportunities independently while returning significant capital to shareholders. Completion of the plan is subject to various approvals and conditions.
This document is VF Corporation's 2003 annual report. It discusses the company's financial performance in 2003 and strategies for its brands. The report emphasizes VF Corporation's focus on understanding consumer lifestyles and styling life through their portfolio of brands. It highlights initiatives for major brands like Lee, Wrangler, and Vanity Fair to expand product lines and connect with target audiences. The annual report communicates VF Corporation's vision of continuing to strengthen their position as the world's largest apparel company by serving individual lifestyles through their brands globally.
Clear Channel Communications, 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.
- 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.
Realogy Corporation announced amendments to its invitation for commitments of up to $500 million in new second lien term loans. The amendments extended the termination date to December 19th and equalized the consideration required for commitments made before or after November 26th, with all commitments now requiring delivery of the same amount of existing notes. Realogy has received around $237 million in commitments to date, for which holders have delivered approximately $181 million of subordinated notes, $328 million of cash notes, and $15 million of toggle notes. The closing date remains December 23rd.
This document is the annual report (Form 10-K) filed by Crown Crafts, Inc. for the fiscal year ending March 29, 2009. Crown Crafts operates in the infant and toddler products industry through its subsidiaries. It designs, markets, and distributes crib and toddler bedding, bibs, soft goods, and accessories. The company relies on foreign manufacturers, primarily in China, and sells products to major retailers in the US and other countries. In fiscal year 2009, Wal-Mart and Toys R Us each represented over 10% of the company's gross sales.
- Clear Channel Communications, Inc. 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.
The document summarizes Clear Channel Communications, Inc.'s spin-off of its wholly owned subsidiary CCE Spinco, Inc. into an independent public company to be known as Live Nation. Key details include:
- CCE Spinco assumed the liabilities and operations of Clear Channel's live entertainment and sports representation businesses.
- Clear Channel stockholders received one share of CCE Spinco common stock for every eight shares of Clear Channel stock held.
- Agreements were put in place to govern the separation, distribution, and ongoing relationship between the two companies, including release of liabilities, indemnification, and tax matters.
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.
The document is a Form 8-K filed by Micron Technology, Inc. with the SEC on April 2, 2008 reporting their financial results for the second quarter of fiscal year 2008.
The key details are:
1) Micron reported net sales of $1.4 billion for the second quarter, down 11% from the previous quarter due to lower selling prices, partially offset by increased production.
2) They recorded a non-cash goodwill impairment charge of $463 million due to their market capitalization falling below book value.
3) Excluding this charge, their net loss would have been $0.41 per diluted share or $314 million, compared to a loss of $
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.
Micron Technology terminated call spread options covering 53.7 million shares that were originally entered into in connection with convertible notes issued in 2003. The notes were called for redemption in January 2006 and were substantially converted to common stock, with the remainder redeemed on February 6, 2006. As the notes are no longer outstanding, Micron no longer needs the call spread options and terminated them, with proceeds to be determined based on stock prices over an agreed period. An interest rate swap agreement also terminated on February 6th due to the stock price exceeding $14.15.
The document is a Form 8-K filed by Realogy Corporation with the SEC providing information on its plan to issue $500 million in second lien secured term loans ("Second Lien Incremental Term Loans") to refinance some of its existing notes. It summarizes key terms of the Second Lien Incremental Term Loans including interest rates ranging from 13-15% and 14-19.5% depending on the type of loan. It also provides pro forma financial information showing the estimated impact on its cash, debt and interest expense if it issues $385 million of the Second Lien Incremental Term Loans.
The document is a Form 8-K filed by Realogy Corporation with the SEC providing information on its plan to issue $500 million in second lien secured term loans ("Second Lien Incremental Term Loans") to refinance some of its existing debt. It summarizes key terms of the Second Lien Incremental Term Loans including interest rates ranging from 13-15% and 14-19.5% depending on the type of loan. It also provides pro forma financial information showing the estimated impact on its cash, debt and interest expense if it issues $385 million of the Second Lien Incremental Term Loans.
Rite Aid's board of directors has proposed a reverse stock split to regain compliance with NYSE's share price listing rule after its stock price fell below $1 per share. All three leading proxy advisory firms, RiskMetrics, Glass Lewis, and Proxy Governance, have recommended that stockholders vote for the reverse stock split. The reverse stock split would proportionally increase the stock price and is necessary to avoid Rite Aid being delisted from the NYSE. Stockholders will vote on the reverse stock split at a special meeting on December 2nd.
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.
Why And Where To Set Up A Foreign Trust For Asset ProtectionEllington78Ellington
A foreign trust must satisfy certain reporting requirements to the IRS, including filing Form 3520-A annually. The key forms are Form 3520-A, Form 5471 if owning a foreign corporation over 10%, and Form 8938 for foreign financial assets over a threshold. Whether a trust is domestic or foreign determines special reporting, and penalties can be imposed for failing to meet reporting rules. Understanding how and when to report a foreign trust to the IRS is important to avoid issues.
The document summarizes key actions taken by The Goodyear Tire & Rubber Company regarding executive compensation plans. Specifically:
1) Shareholders approved the adoption of the company's 2008 Performance Plan and Management Incentive Plan.
2) The 2008 Performance Plan authorizes stock and cash awards to attract, retain and reward employees, including stock options, stock appreciation rights, and restricted stock. Up to 8 million shares may be issued under the plan.
3) The Management Incentive Plan provides annual cash incentives for executive officers linked to the company's earnings before interest and taxes (EBIT) to motivate them and advance the company's interests.
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.
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.
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.
This document is SLM Corporation's annual report (Form 10-K) filed with the SEC for the fiscal year ended December 31, 2002. It provides information on SLM's business operations, including that it is the largest holder and servicer of Federal Family Education Loan Program (FFELP) student loans, managing $79 billion in student loans. It discusses the student lending marketplace and trends driving growth, including rising tuition costs and the growing number of students relying on education loans. The report also outlines key terms and programs related to SLM's student lending business.
WRA worked on energy, water, and public lands issues in 2003. In energy, they promoted renewable energy standards and efficiency measures. They also worked to reduce emissions from coal plants and prevent new coal plant construction. In water, they advocated for urban water conservation and efficiency and protected rivers and habitats. In lands, they focused on responsible oil and gas development, protecting roadless areas, managing motorized recreation, and grazing reform.
The annual report summarizes the organization's activities and accomplishments in 2006. Some key points:
- The organization celebrated a major victory that protected water rights and flows for Colorado's Gunnison River.
- The organization opened a new office in Nevada and added staff in multiple states to advance its mission of protecting land, air, and water resources in the Interior West.
- Notable programs and advocacy efforts achieved successes in renewable energy development, limiting new coal-fired power plants, protecting public lands from oil/gas development, and responsible management of motorized recreation on public lands.
Western Resource Advocates' (WRA) 2007 annual report summarizes the organization's work over the past year to protect land, air, water, and ecosystems in the Western United States. The report highlights WRA's efforts to promote clean energy alternatives to coal power, encourage responsible motorized recreation on public lands, influence oil and gas development policies, and implement water conservation strategies in urban areas. Through advocacy, litigation, and partnerships with other groups, WRA achieved victories such as blocking new coal plants, protecting roads and lands from off-road vehicle damage, passing legislation to safeguard wildlife from drilling impacts, and influencing several municipalities to adopt water conservation measures. The report outlines WRA's goals and strategies across its key program
C.H. Robinson achieved strong success in 2007 despite economic challenges. The company grew gross profits 14.9% to $1.2 billion through its diverse business lines and relationships with customers and carriers. Its non-asset based model allowed it to efficiently manage costs. The company continued investing in its business by expanding its office network and adding employees. C.H. Robinson is well positioned for future growth given ongoing trends driving demand for third party logistics.
This document is C.H. Robinson Worldwide's annual report (Form 10-K) filed with the SEC for the year ended December 31, 2007. It provides an overview of the company's business operations, including that it is a non-asset based third party logistics provider offering freight transportation and logistics services through a network of 218 offices worldwide. The report describes C.H. Robinson's main business lines of multimodal transportation services, fresh produce sourcing, and information services. It provides details on the types of transportation it arranges and its relationships with over 48,000 transportation providers.
This document is C.H. Robinson Worldwide's definitive proxy statement filed with the SEC on April 1, 2008 to provide shareholders information on matters to be voted on at the company's upcoming annual meeting on May 15, 2008. The proxy statement summarizes the purposes of the meeting as electing three directors, ratifying the selection of the independent auditors, and any other business properly brought before the meeting. It provides details on shareholder voting eligibility, the methods by which shareholders can vote including by mail, phone or internet, and the proposals to be voted on.
C.H. Robinson achieved strong success in 2007 despite challenging market conditions. The company grew gross profits 14.9% to $1.2 billion through its diverse mix of transportation services and customer relationships. Its non-asset based model and over 7,300 employees enabled it to efficiently manage over 6.5 million shipments. Looking ahead, C.H. Robinson is well positioned for continued growth given industry trends, its financial strength with no debt and $455 million in cash, and opportunities to expand internationally and through acquisitions.
C.H. Robinson achieved strong success in 2007 despite challenging market conditions. The company grew gross profits 14.9% to $1.2 billion through its diverse mix of transportation services and customer relationships. Its non-asset based model and over 7,300 employees enabled it to efficiently manage over 6.5 million shipments. Looking ahead, C.H. Robinson is well positioned for continued growth given industry trends, its financial strength with no debt and $455 million in cash, and opportunities to expand internationally and through acquisitions.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission. It summarizes KB Home's financial performance for the first quarter of fiscal year 2003, ending February 28, 2003. Key details include total revenues of $1.09 billion, net income of $52.8 million, basic earnings per share of $1.32, and cash dividends of $0.075 per share. The report includes financial statements and notes, as well as sections on management discussion/analysis, market risk, and controls/procedures.
There are three primary ways for individual investors to hold securities: direct registration system (DRS), physical paper certificates, and street-name registration through a brokerage account. Both DRS and street-name registration involve book-entry ownership with no physical certificate printed, while transactions are recorded electronically. Investors can choose to hold securities through different methods and change methods as desired, though brokers may charge fees. The DRS allows electronic transfer of book-entry shares between parties like brokers and issuers.
KBH was established as a public company in 1986 through an IPO of Kaufman and Broad Inc. (KBI). In 1989, the remaining portion of KBH was distributed to KBI shareholders, making KBH and KBI independent companies. KBI later merged with American International Group (AIG) in 1999. The document provides guidance on determining the tax basis for holdings in KBH and KBI/AIG following corporate restructurings and stock splits over the years. Questions regarding stock certificates or exchanges should be directed to AIG's transfer agent.
This document lists milestones from KB Home, a homebuilder, over the past 50+ years. Some key milestones include KB Home becoming the first national homebuilder on the New York Stock Exchange in 1969, building over 100,000 homes by 1977, establishing sustainability programs and receiving awards for energy efficient construction in the 2000s-2010s, and expanding nationwide through strategic acquisitions over the decades. The milestones show KB Home's growth from its founding to becoming one of the largest homebuilders in the United States.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended February 28, 2003. The 10-Q includes financial statements such as income statements, balance sheets, and cash flow statements for the quarter, as well as notes to the financial statements. It provides information on KB Home's revenues, expenses, assets, liabilities, cash flows, earnings per share, and reporting segments for its homebuilding and mortgage banking businesses.
This document is the Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended May 31, 2003. It includes the consolidated financial statements, notes to the financial statements, and management's discussion and analysis of the company's financial condition and results of operations for the quarter. Key details include total revenues of $2.5 billion for the six months ended May 31, 2003, net income of $134 million, and basic earnings per share of $3.36.
This document is the Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended May 31, 2003. The 10-Q provides KB Home's unaudited financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes. It summarizes KB Home's revenues, construction and land costs, expenses, operating income, interest income/expense, taxes, and earnings per share for the interim period.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended August 31, 2003. The 10-Q provides financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes to the financial statements. Key details include revenues of $3.98 billion for the nine months, net income of $232 million, basic EPS of $5.87, and total assets of $4.12 billion as of August 31, 2003.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended August 31, 2003. The 10-Q provides financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes to the financial statements. It discloses that for the quarter ended August 31, 2003, KB Home had total revenues of $1.44 billion, net income of $97.8 million, and basic earnings per share of $2.51.
This document is KB Home's Form 10-Q quarterly report filed with the SEC for the quarterly period ended February 29, 2004. It includes financial statements, notes to the financial statements, and other financial information. Specifically, it provides KB Home's consolidated statements of income and cash flows for the periods ended February 29, 2004 and February 28, 2003, and consolidated balance sheet as of February 29, 2004 and November 30, 2003. It also includes a discussion and analysis of the company's financial condition and results of operations for the periods.
This document is a Form 10-Q quarterly report filed by KB Home with the SEC for the quarter ending May 31, 2004. The summary includes:
1) KB Home reported total revenues of $2.9 billion for the six months ended May 31, 2004, with construction pretax income of $258.7 million and mortgage banking pretax income of $4.5 million.
2) The balance sheet shows KB Home's assets including $65.6 million in cash, $429.2 million in receivables, and $3.55 billion in construction inventories as of May 31, 2004.
3) The document provides KB Home's financial statements and notes for the quarter,
This document is KB Home's Form 10-Q quarterly report filed with the SEC for the quarterly period ended February 29, 2004. It includes financial statements such as the consolidated statements of income and balance sheets, as well as notes to the financial statements and information on reportable segments. The filing provides shareholders and the public with financial information on KB Home's construction and mortgage banking operations for the quarterly period.
A toxic combination of 15 years of low growth, and four decades of high inequality, has left Britain poorer and falling behind its peers. Productivity growth is weak and public investment is low, while wages today are no higher than they were before the financial crisis. Britain needs a new economic strategy to lift itself out of stagnation.
Scotland is in many ways a microcosm of this challenge. It has become a hub for creative industries, is home to several world-class universities and a thriving community of businesses – strengths that need to be harness and leveraged. But it also has high levels of deprivation, with homelessness reaching a record high and nearly half a million people living in very deep poverty last year. Scotland won’t be truly thriving unless it finds ways to ensure that all its inhabitants benefit from growth and investment. This is the central challenge facing policy makers both in Holyrood and Westminster.
What should a new national economic strategy for Scotland include? What would the pursuit of stronger economic growth mean for local, national and UK-wide policy makers? How will economic change affect the jobs we do, the places we live and the businesses we work for? And what are the prospects for cities like Glasgow, and nations like Scotland, in rising to these challenges?
Independent Study - College of Wooster Research (2023-2024) FDI, Culture, Glo...AntoniaOwensDetwiler
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
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.
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.
KYC Compliance: A Cornerstone of Global Crypto Regulatory FrameworksAny kyc Account
This presentation explores the pivotal role of KYC compliance in shaping and enforcing global regulations within the dynamic landscape of cryptocurrencies. Dive into the intricate connection between KYC practices and the evolving legal frameworks governing the crypto industry.
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.
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.
An accounting information system (AIS) refers to tools and systems designed for the collection and display of accounting information so accountants and executives can make informed decisions.
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.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
Optimizing Net Interest Margin (NIM) in the Financial Sector (With Examples).pdfshruti1menon2
NIM is calculated as the difference between interest income earned and interest expenses paid, divided by interest-earning assets.
Importance: NIM serves as a critical measure of a financial institution's profitability and operational efficiency. It reflects how effectively the institution is utilizing its interest-earning assets to generate income while managing interest costs.
Tdasx: In-Depth Analysis of Cryptocurrency Giveaway Scams and Security Strate...
257 clearchanne
1. Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date Of Report (Date Of Earliest Event Reported): November 16, 2006
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas
(State or Other Jurisdiction of Incorporation)
001-09645 74-1787539
(Commission File Number) (IRS Employer Identification No.)
200 East Basse Road
San Antonio, Texas 78209
(Address of Principal Executive Offices, Including Zip Code)
210-822-2828
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
2. TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements And Exhibits
SIGNATURE
INDEX TO EXHIBITS
Agreement and Plan of Merger
Second Amendment to Employment Agreement - L. Lowry Mays
Second Amendment to Employment Agreement - Mark P. Mays
Second Amendment to Employment Agreement - Randall T. Mays
Press Release
3. Table of Contents
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2006, Clear Channel Communications, Inc., a Texas corporation (the “Company”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with BT Triple Crown Merger Co., Inc., a Texas corporation (“Mergerco”), B Triple Crown Finco, LLC, a
Delaware limited liability company, and T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown
Finco, LLC, the “Parents”). Pursuant to the terms of the Merger Agreement, Mergerco will be merged with and into the Company, and as a
result the Company will continue as the surviving corporation and a wholly owned subsidiary of the Parents (the “Merger”). The Parents are
owned by a consortium of private equity funds affiliated with Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC (collectively, the
“Sponsors”).
At the effective time of the Merger, each outstanding share of common stock of the Company (the “Common Stock”), other than shares owned
by the Company, the Parents, Mergerco, by any shareholders who are entitled to and who properly exercise appraisal rights under Texas law
and by the holders of certain securities that will be “rolled-over” into securities of the surviving corporation, will be cancelled and converted
into the right to receive $37.60 in cash, without interest. If the Merger is not consummated by January 1, 2008, additional per share
consideration will come due to the shareholders of the Company on terms described more fully in the Merger Agreement.
The Merger Agreement contains a “go shop” provision pursuant to which the Company has the right to solicit and engage in discussions and
negotiations with respect to competing proposals through December 7, 2006. After that date, the Company may continue discussions until
January 5, 2007 with any party that has submitted an Excluded Competing Proposal, defined in the Merger Agreement as a bona fide written
proposal submitted during the “go-shop” period that the Board of Directors of the Company believes in good faith, after consultation with
advisors, constitutes or could reasonably be expected to lead to a “Superior Proposal” as defined in the Merger Agreement.
Except with respect to an Excluded Competing Proposal, after December 7, 2006 (and with respect to an Excluded Competing Proposal, after
January 5, 2007) the Company is subject to a “no-shop” restriction on its ability to solicit third-party proposals, provide information and engage
in discussions with third parties. The no-shop provision is subject to a “fiduciary-out” provision that allows the Company to provide
information and participate in discussions with respect to third party proposals submitted after December 7, 2006 and with respect to which the
Board of Directors believes in good faith to be bona fide, and determines in good faith after consultation with advisors constitutes a Superior
Proposal or could reasonably to be expected to result in a Superior Proposal.
The Company may terminate the Merger Agreement under certain circumstances, including if its Board of Directors determines in good faith
that it has received a Superior Proposal, and otherwise complies with certain terms of the Merger Agreement. In connection with that
termination, the Company must pay an aggregate fee of $500 million to the Parents, unless the termination is in connection with an Excluded
Competing Proposal, in which case the Company must pay an aggregate fee of $300 million to the Parents. In certain other circumstances, the
Merger Agreement provides for the Company to pay to Parents an aggregate fee of $500 million upon termination of the Merger Agreement,
and under certain circumstances, to reimburse the Parents for an amount not to exceed $45 million, in the aggregate, for transaction expenses
incurred by the Parents and Mergerco. The Company’s reimbursement of the Parents’ expenses would reduce the amount of any required
termination fee that becomes payable by the Company.
If the Company terminates the Merger Agreement due to the Parents’ failure to receive the requisite regulatory approvals prior to a specified
date and all of the other conditions to closing on that date have been satisfied, then Mergerco are required to pay an aggregate termination fee
equal to $600 million if the Parents have failed to undertake certain actions (including disposition of certain assets) in connection with
obtaining regulatory approval. Alternatively, if the Parents have satisfied such obligations, the Parents must pay an aggregate termination fee
equal to $300 million. In addition, if the Company terminates the Merger Agreement due to the Parents’ failure to effect
4. Table of Contents
the closing because of a failure to receive adequate proceeds from one or more of the financings contemplated by the financing commitments,
or if any of the Parents or Mergerco breaches the Merger Agreement, then the Parents are required to pay an aggregate termination fee to the
Company equal to $500 million. The Sponsors have severally agreed to guarantee their proportionate liability of the amounts payable by
Mergerco to the Company.
The Parents have obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement, the proceeds of
which will be sufficient for Parents to pay the aggregate merger consideration and all related fees and expenses of the transactions
contemplated by the Merger Agreement. Consummation of the Merger is not subject to a financing condition, but is subject to customary
conditions to closing, including the approval of the Company’s shareholders, and foreign and domestic regulatory clearance.
The foregoing summary of the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 and incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to
provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement
were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, and
may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-
party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the Company, the Parents or Mergerco or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Important Additional Information Regarding the Merger will be filed with the SEC:
In connection with the proposed Merger, the Company will file a proxy statement and other documents with the Securities and Exchange
Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
PROPOSED MERGER. A definitive proxy statement will be sent to security holders of the Company seeking their approval of the transaction.
Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company with
the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents may also be obtained free of
charge on the Company’s website at www.clearchannel.com or by directing a request to Clear Channel Communications, Inc., 200 East Basse
Road, San Antonio, Texas 78209, Attention: Investor Relations.
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of
the Company in connection with the proposed Merger. Information about the Company and its directors and executive officers and their
ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2006 Annual Meeting of Shareholders,
which was filed with the SEC on March 14, 2006. Shareholders and investors may obtain additional information regarding the interests of the
Company and its directors and executive officers in the Merger, which may be different than those of the Company’s shareholders generally,
by reading the proxy statement and other relevant documents regarding the Merger, which will be filed with the SEC.
5. Table of Contents
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
At the request of the Company’s disinterested directors, the Company has entered into second amendments to employment agreements (the
“Amended Employment Agreements”) with its Chairman of the Board, Chief Executive Officer/Chief Operating Officer, and President/Chief
Financial Officer. The employment agreements have principally been amended to provide that the consummation of the Merger discussed in
Item 1.01 above (or upon consummation of any transaction qualifying as a Superior Proposal as defined in the Merger Agreement) will not
create any rights to any severance payments provided in such agreements and to modify the severance provisions following consummation of
the Merger.
Effective upon consummation of the Merger, or a transaction qualifying as a Superior Proposal as defined in the Merger Agreement, the
Amended Employment Agreements for our Chief Executive Officer/Chief Operating Officer and our President/Chief Financial Officer have
been modified to provide that if such executive’s employment is terminated by Clear Channel without “Cause” or the executive resigns for
“Good Reason,” then that executive will receive (i) a lump-sum cash payment equal to the base salary, bonus and accrued vacation pay through
the date of termination, (ii) a lump-sum cash payment equal to 2.99 times the sum of the executive’s base salary and bonus (using the highest
bonus paid to executive in the three years preceding the termination but not less than $1,000,000); and (iii) and three years’ continued benefits
for the executive, his spouse and dependents. As part of the amendment both our Chief Executive Officer/Chief Operating Officer and our
President/Chief Financial Officer have relinquished the right to receive a federal and state income-tax “gross-up” payment in connection with
amounts payable upon termination, as well as the right to receive options to purchase 1,000,000 shares of common stock of the Company upon
termination.
Effective upon consummation of the Merger or a transaction qualifying as a Superior Proposal as defined in the Merger Agreement, the
Amended Employment Agreement for our Chairman has been modified to provide that, if his employment is terminated by Clear Channel
without “Cause” or the executive resigns for “Good Reason,” then that executive will receive a lump-sum cash payment equal to the base
salary, bonus and accrued vacation pay through the date of termination. As part of the amendment our Chairman relinquished any right to
severance payments, as well as the right to receive options to purchase 1,000,000 shares of common stock of the Company upon termination.
Copies of the Amended Employment Agreements referenced in this Item 5.02 are attached hereto as exhibits 10.1, 10.2 and 10.3 and are
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 16, 2006, the Company issued a press release announcing the signing of the Merger Agreement, a copy of which is furnished as
Exhibit 99.1.
Forward –Looking Statements
This Current Report and the exhibits furnished herewith contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements
include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause
actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any
legal proceedings that may be instituted against Clear Channel and others following announcement of the merger agreement; (3) the inability to
complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the merger,
including the receipt of shareholder approval and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976; (4) the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the
merger; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a
result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the
merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness
incurred to finance the consummation of the merger; and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and
“Management Discussion and Analysis of Results of Operations and Financial Condition” sections of Clear Channel’s SEC filings. Many of
the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel’s ability to control or predict.
Clear Channel undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements And Exhibits.
2.1 Agreement and Plan of Merger among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco,
LLC and Clear Channel Communications, Inc., dated as of November 16, 2006.
10.1 Second Amendment to Employment Agreement, dated November 16, 2006, by and between L. Lowry Mays and Clear Channel
Communications, Inc.
6.
7. Table of Contents
10.2 Second Amendment to Employment Agreement, dated November 16, 2006, by and between Mark P. Mays and Clear Channel
Communications, Inc.
10.3 Second Amendment to Employment Agreement, dated November 16, 2006, by and between Randall T. Mays and Clear Channel
Communications, Inc.
10.4 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and L. Lowry Mays dated
March 10 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed March 11,
2005).
10.5 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Mark P. Mays dated
March 10, 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed March 11,
2005).
10.6 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Randall T. Mays
dated March 10, 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed
March 11, 2005).
99.1 Press Release of Clear Channel Communications, Inc. issued November 16, 2006.
8. Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Herbert W. Hill
Date: November 16, 2006
Herbert W. Hill,
SVP Chief Accounting Officer
9. Table of Contents
INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco,
LLC and Clear Channel Communications, Inc., dated as of November 16, 2006.
10.1 Second Amendment to Employment Agreement, dated November 16, 2006, by and between L. Lowry Mays and Clear Channel
Communications, Inc.
10.2 Second Amendment to Employment Agreement, dated November 16, 2006, by and between Mark P. Mays and Clear Channel
Communications, Inc.
10.3 Second Amendment to Employment Agreement, dated November 16, 2006, by and between Randall T. Mays and Clear Channel
Communications, Inc.
10.4 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and L. Lowry Mays dated
March 10 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed March 11,
2005).
10.5 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Mark P. Mays dated
March 10, 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed March 11,
2005).
10.6 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Randall T. Mays
dated March 10, 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed
March 11, 2005).
99.1 Press Release of Clear Channel Communications, Inc. issued November 16, 2006.
10. <DOCUMENT>
<TYPE> EX-2.1
<FILENAME> k41426exv2w1.htm
<DESCRIPTION> Agreement and Plan of Merger
<TEXT>
11. Exhibit 2.1
Execution Copy
AGREEMENT AND PLAN OF MERGER
By and Among
BT TRIPLE CROWN MERGER CO., INC.
B TRIPLE CROWN FINCO, LLC
T TRIPLE CROWN FINCO, LLC
and
CLEAR CHANNEL COMMUNICATIONS, INC.
Dated as of November 16, 2006
12. TABLE OF CONTENTS
Page
Article I. DEFINITIONS 1
Section 1.01 Definitions 1
Article II. THE MERGER 1
Section 2.01 The Merger 1
Section 2.02 Closing 2
Section 2.03 Effective Time 2
Section 2.04 Articles of Incorporation and Bylaws 2
Section 2.05 Board of Directors 2
Section 2.06 Officers 3
Article III. EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES 3
Section 3.01 Effect on Securities 3
Section 3.02 Exchange of Certificates 4
Section 3.03 Stock Options and Other Awards 6
Section 3.04 Lost Certificates 7
Section 3.05 Dissenting Shares 7
Section 3.06 Transfers; No Further Ownership Rights 8
Section 3.07 Withholding 8
Section 3.08 Rollover by Shareholders 8
Section 3.09 Additional Per Share Consideration 8
Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 10
Section 4.01 Organization and Qualification; Subsidiaries 10
Section 4.02 Articles of Incorporation and Bylaws 11
Section 4.03 Capitalization 11
Section 4.04 Authority Relative to Agreement 12
Section 4.05 No Conflict; Required Filings and Consents 13
Section 4.06 Permits and Licenses; Compliance with Laws 13
Section 4.07 Company SEC Documents 14
Section 4.08 Absence of Certain Changes or Events 15
Section 4.09 No Undisclosed Liabilities 16
Section 4.10 Absence of Litigation 16
Section 4.11 Taxes 16
Section 4.12 Information Supplied 17
Section 4.13 Material Contracts 17
Section 4.14 Employee Benefits and Labor Matters 18
Section 4.15 State Takeover Statutes 19
Section 4.16 Opinion of Financial Advisors 19
Section 4.17 Brokers 19
Section 4.18 No Other Representations or Warranties 20
Article V. REPRESENTATIONS AND WARRANTIES OF THE PARENTS AND MERGERCO 20
Section 5.01 Organization and Qualification; Subsidiaries 20
i
13. Page
Section 5.02 Certificate of Incorporation, Bylaws, and Other Organizational Documents 20
Section 5.03 Authority Relative to Agreement 21
Section 5.04 No Conflict; Required Filings and Consents 21
Section 5.05 FCC Matters 22
Section 5.06 Absence of Litigation 22
Section 5.07 Available Funds 22
Section 5.08 Limited Guarantee 23
Section 5.09 Capitalization of Mergerco 23
Section 5.10 Brokers 24
Section 5.11 Information Supplied 24
Section 5.12 Solvency 24
Section 5.13 No Other Representations or Warranties 24
Article VI. COVENANTS AND AGREEMENTS 25
Section 6.01 Conduct of Business by the Company Pending the Merger 25
Section 6.02 FCC Matters 29
Section 6.03 Proxy Statement 29
Section 6.04 Shareholders' Meeting 31
Section 6.05 Appropriate Action; Consents; Filings 31
Section 6.06 Access to Information; Confidentiality 34
Section 6.07 No Solicitation of Competing Proposal 34
Section 6.08 Directors' and Officers' Indemnification and Insurance 39
Section 6.09 Notification of Certain Matters 40
Section 6.10 Public Announcements 41
Section 6.11 Employee Matters 41
Section 6.12 Conduct of Business by the Parents Pending the Merger 42
Section 6.13 Financing 43
Section 6.14 Actions with Respect to Existing Debt 45
Section 6.15 Section 16(b) 47
Section 6.16 Resignations 48
Section 6.17 Certain Actions and Proceedings 48
Article VII. CONDITIONS TO THE MERGER 48
Section 7.01 Conditions to the Obligations of Each Party 48
Section 7.02 Conditions to the Obligations of the Parents and Mergerco 48
Section 7.03 Conditions to the Obligations of the Company 49
Article VIII. TERMINATION, AMENDMENT AND WAIVER 50
Section 8.01 Termination 50
Section 8.02 Termination Fees 52
Section 8.03 Amendment 54
Section 8.04 Waiver 54
Section 8.05 Expenses; Transfer Taxes 54
Article IX. GENERAL PROVISIONS 55
Section 9.01 Non-Survival of Representations, Warranties and Agreements 55
Section 9.02 Notices 55
Section 9.03 Interpretation; Certain Definitions 56
Section 9.04 Severability 56
Section 9.05 Assignment 57
ii
14. Page
Section 9.06 Entire Agreement; No Third-Party Beneficiaries 57
Section 9.07 Governing Law 57
Section 9.08 Consent to Jurisdiction; Enforcement 57
Section 9.09 Counterparts 58
Section 9.10 Waiver of Jury Trial 58
iii
15. AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger, dated as of November 16, 2006 (this “Agreement”), by and among BT Triple Crown Merger Co., Inc.,
a Delaware corporation (“Mergerco”), B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a
Delaware limited liability company (together with B Triple Crown Finco, LLC, the “Parents”), and Clear Channel Communications, Inc., a
Texas corporation (the “Company”).
RECITALS
WHEREAS, in furtherance of the recapitalization of the Company by Mergerco, the respective Boards of Directors of the Company, the
Parents and Mergerco each have approved and deemed advisable and in the best interests of their respective shareholders (other than affiliated
shareholders of the Company as to which no determination has been made) this Agreement and the merger of Mergerco with and into
Company (the “Merger”), upon the terms and subject to the conditions and limitations set forth herein and in accordance with the Business
Corporation Act of the State of Texas (the “TBCA”) and the Business Organizations Code of the State of Texas (the “TBOC”, together with the
TBCA, the “Texas Acts”) and the General Corporation Law of the State of Delaware (the “DGCL”) and recommended approval and adoption
by their respective shareholders of this Agreement, the Merger and the transactions contemplated hereby;
WHEREAS, a special advisory committee of the Board of Directors of the Company has reviewed the terms of the Merger and determined
that such terms are fair; and
WHEREAS, concurrently with the execution of this Agreement, and as a condition to the willingness of the Company to enter into this
Agreement, the Parents and Mergerco have delivered to the Company the Limited Guarantee (the “Limited Guarantee”) of each of the
Investors, in a form satisfactory to the Company, dated as of the date hereof.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants and subject to the
conditions herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:
Article I. DEFINITIONS
Section 1.01 Definitions. Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in
Appendix A.
Article II. THE MERGER
Section 2.01 The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the Texas Acts and the
DGCL, at the Effective Time, Mergerco shall be merged with and into the Company, whereupon the separate existence of Mergerco shall
cease, and the Company shall continue under the name Clear Channel
1
16. Communications, Inc. as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of
Texas.
Section 2.02 Closing. Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Article VII hereof, the closing of the
Merger (the “Closing”) will take place at 9:00 a.m., Eastern Time, on a date to be specified by the parties hereto, but no later than the second
business day after the satisfaction or waiver of the conditions set forth in Section 7.01, Section 7.02 and Section 7.03 hereof (other than
conditions that, by their own terms, cannot be satisfied until the Closing, but subject to the satisfaction of such conditions at Closing) at the
offices of Akin Gump Strauss Hauer & Feld LLP, 590 Madison Avenue, New York, New York 10022; provided, however, that
notwithstanding the satisfaction or waiver of the conditions set forth in Article VII hereof, neither the Parents nor Mergerco shall be required to
effect the Closing until the earlier of (a) a date during the Marketing Period specified by the Parents on no less than three (3) business days’
written notice to the Company and (b) the final day of the Marketing Period, or at such other time, date or place as is agreed to in writing by the
parties hereto (such date being the “Closing Date”).
Section 2.03 Effective Time.
(a) Concurrently with the Closing, the Company and the Parents shall cause articles of merger (the “Articles of Merger”) with respect to
the Merger to be executed and filed with the Secretary of State of the State of Texas (the “Secretary of State”) as provided under the Texas
Acts and a Certificate of Merger to be filed with the Secretary of State of the State of Delaware as provided for in the DGCL (the “Certificate
of Merger”). The Merger shall become effective on the later of the date and time at which the Articles of Merger has been duly filed with the
Secretary of State or the Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such other date and time
as is agreed between the parties and specified in the Articles of Merger, and such date and time is hereinafter referred to as the “Effective
Time.”
(b) From and after the Effective Time, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of
the Company and Mergerco, and all of the claims, obligations, liabilities, debts and duties of the Company and Mergerco shall become the
claims, obligations, liabilities, debts and duties of the Surviving Corporation.
Section 2.04 Articles of Incorporation and Bylaws. Subject to Section 6.08 of this Agreement, the Articles of Incorporation and Bylaws
of the Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time to be (except with respect to the
name and state of incorporation of the Company and such changes as are necessary to comply with Texas Law, if any) the same as the Articles
of Incorporation and Bylaws of Mergerco as in effect immediately prior to the Effective Time, until thereafter amended in accordance with
applicable law, the provisions of the Articles of Incorporation and the Bylaws of the Surviving Corporation.
Section 2.05 Board of Directors. Subject to applicable Law, each of the parties hereto shall take all necessary action to ensure that the
Board of Directors of the Surviving Corporation
2
17. effective as of, and immediately following, the Effective Time shall consist of the members of the Board of Directors of Mergerco immediately
prior to the Effective Time.
Section 2.06 Officers. From and after the Effective Time, the officers of the Company at the Effective Time shall be the officers of the
Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law.
Article III. EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES
Section 3.01 Effect on Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company,
Mergerco or the holders of any securities of the Company:
(a) Cancellation of Company Securities. Each share of the Company’s common stock, par value $0.10 per share (the “Company
Common Stock”), held by the Company as treasury stock or held by Mergerco immediately prior to the Effective Time shall automatically be
cancelled, retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.
(b) Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued
and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 3.01(a) hereof, Dissenting Shares and
Rollover Shares) shall be converted into the right to receive $37.60 plus the Additional Per Share Consideration, if any, in cash, without
interest (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger
Consideration as provided in this Section 3.01(b) shall be automatically cancelled and shall cease to exist and the holders of certificates (the
“Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company
Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of
such Certificates or Book-Entry Shares in accordance with Section 3.02 of this Agreement, the Merger Consideration.
(c) Conversion of Mergerco Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the
holder thereof, each share of common stock, par value $0.001 per share, of Mergerco (the “Mergerco Common Stock”) issued and outstanding
immediately prior to the Effective Time shall be converted into and become validly issued, fully paid and nonassessable shares of the Surviving
Corporation (with the relative rights and preferences described in an amendment to the Articles of Incorporation adopted as of the Effective
Time as provided in Section 2.04, the “Surviving Corporation Common Stock”). As of the Effective Time, all such shares of Mergerco
Common Stock cancelled in accordance with this Section 3.01(c), when so cancelled, shall no longer be issued and outstanding and shall
automatically cease to exist, and each holder of a certificate representing any such shares of Mergerco Common Stock shall cease to have any
rights with respect thereto, except the right to receive the shares of Surviving Corporation Common Stock as set forth in this Section 3.01(c).
3
18. (d) Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this
Agreement and the Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of a
reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock
dividend or stock distribution with a record date during such period, the Merger Consideration as provided in Section 3.01(b) shall be equitably
adjusted to reflect such change (including, without limitation, to provide holders of shares of Company Common Stock the same economic
effect as contemplated by this Agreement prior to such transaction).
Section 3.02 Exchange of Certificates.
(a) Designation of Paying Agent; Deposit of Exchange Fund. Prior to the Effective Time, the Parents shall designate a paying agent (the
“Paying Agent”) reasonably acceptable to the Company for the payment of the Merger Consideration as provided in Section 3.01(b). On the
Closing Date, promptly following the Effective Time, the Surviving Corporation shall deposit, or cause to be deposited with the Paying Agent
for the benefit of holders of shares of Company Common Stock, cash amounts in immediately available funds constituting an amount equal to
the aggregate amount of the Merger Consideration plus the Total Option Cash Payments (the “Aggregate Merger Consideration”) (exclusive
of any amounts in respect of Dissenting Shares, the Rollover Shares and Company Common Stock to be cancelled pursuant to Section 3.01(a))
(such amount as deposited with the Paying Agent, the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the
payments contemplated by Section 3.01(b) and Section 3.03, the Surviving Corporation shall promptly deposit, or cause to be deposited,
additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment. The
Paying Agent shall cause the Exchange Fund to be (A) held for the benefit of the holders of Company Common Stock and Company Options,
and (B) applied promptly to making the payments pursuant to Section 3.02(b) hereof. The Exchange Fund shall not be used for any purpose
that is not expressly provided for in this Agreement.
(b) Delivery of Shares. As promptly as practicable following the Effective Time and in any event not later than the second business day
after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) (i) to
each holder of record of a Certificate or Book-Entry Share, which immediately prior to the Effective Time represented outstanding shares of
Company Common Stock (x) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the
Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof
pursuant to Section 3.04 hereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as
Mergerco and the Company may reasonably specify and (y) instructions for use in effecting the surrender of the Certificates or Book-Entry
Shares in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such
Certificate or Book-Entry Shares shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of
the surrendering holder, Certificates or Book-Entry Shares may be surrendered, and the Merger Consideration in exchange therefor collected,
by hand delivery); and (ii) to each holder of a Company Option, a check in an amount due and
4
19. payable to such holder pursuant to Section 3.03 hereof in respect of such Company Option. If payment of the applicable portion of the
Aggregate Merger Consideration is made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a
condition of payment that (A) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and
(B) the person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable
portion of the Aggregate Merger Consideration to a person other than the registered holder of such Certificate surrendered or shall have
established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered
as contemplated by this Section 3.02, each Certificate, Book-Entry Share or option certificate, as applicable, shall be deemed at any time after
the Effective Time to represent only the right to receive the applicable portion of the Aggregate Merger Consideration or Option Cash
Payments, as applicable, in cash as contemplated by this Section 3.02 or Section 3.03 without interest thereon.
(c) Surrender of Shares. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the
Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such
other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to
receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or
Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days
following the later to occur of (i) the Effective Time; or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or
Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The
Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable
terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No
interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration (or the cash
pursuant to Section 3.02(b)) payable upon the surrender of the Certificates or Book-Entry Shares.
(d) Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates,
Book-Entry Shares or Company Options for twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon
demand, and any such holders prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the
Surviving Corporation, as general creditors thereof for payment of their claim for cash, without interest, to which such holders may be entitled.
If any Certificates or Book-Entry Shares shall not have been surrendered prior to one (1) year after the Effective Time (or immediately prior to
such earlier date on which any cash in respect of such Certificate or Book-Entry Share would otherwise escheat to or become the property of
any Governmental Authority), any such cash in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable
Law, become the property of the Surviving Corporation, subject to any and all claims or interest of any person previously entitled thereto.
5
20. (e) No Liability. None of the Parents, Mergerco, the Company, the Surviving Corporation or the Paying Agent shall be liable to any
person in respect of any cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat
or similar Law.
(f) Investment of Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund as directed by the Parents or,
after the Effective Time, the Surviving Corporation; provided that (i) no such investment shall relieve the Surviving Corporation or the Paying
Agent from making the payments required by this Article III, and following any losses the Surviving Corporation shall promptly provide
additional funds to the Paying Agent for the benefit of the holders of Company Common Stock and Company Options in the amount of such
losses; and (ii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty
(30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in
commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively.
Any interest or income produced by such investments will be payable to the Surviving Corporation or Mergerco, as directed by Mergerco.
Section 3.03 Stock Options and Other Awards
(a) Company Options. As of the Effective Time, except as otherwise agreed by the Parents and a holder of Company Options with
respect to such holder’s Company Options, each Company Option, whether vested or unvested, shall, by virtue of the Merger and without any
action on the part of any holder of any Company Option, become fully vested and converted into the right at the Effective Time to receive, as
promptly as practicable following the Effective Time, a cash payment (less applicable withholding taxes and without interest) with respect
thereto equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option
multiplied by (b) the number of shares of Company Common Stock issuable upon exercise of such Company Option (the “Option Cash
Payment” and the sum of all such payments, the “Total Option Cash Payments”). In the event that the exercise price of any Company Option
is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without payment therefor and have no further
force or effect. Except for the Company Options set forth in Section 3.03(a) of the Company Disclosure Schedule, as of the Effective Time, all
Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to
have any rights with respect thereto, except the right to receive the Option Cash Payment. Prior to the Effective Time, the Company shall take
any and all actions reasonably necessary to effectuate this Section 3.03(a), including, without limitation, providing holders of Company
Options with notice of their rights with respect to any such Company Options as provided herein.
(b) Other Awards. As of the Effective Time, except as otherwise agreed by the Parents and a holder of Restricted Shares with respect to
such holder’s Restricted Shares, each share outstanding immediately prior to the Effective Time subject to vesting or other lapse restrictions
pursuant to any Company Option Plan or an applicable restricted stock agreement (each, a “Restricted Share”) which is outstanding
immediately prior to the Effective Time shall vest and become free of restriction as of the Effective Time and shall, as of the Effective Time,
6
21. be cancelled and converted into the right to receive the Merger Consideration in accordance with Section 3.01(b).
(c) Amendments to and Termination of Plans. Prior to the Effective Time, the Company shall use its reasonable best efforts to make any
amendments to the terms of the Company Option Plans and to obtain any consents from holders of Company Options and Restricted Shares
that, in each case, are necessary to give effect to the transactions contemplated by Section 3.03(a) and Section 3.03(b). Without limiting the
foregoing the Company shall use its reasonable best efforts to ensure that the Company will not at the Effective Time be bound by any options,
stock appreciation rights, warrants or other rights or agreements which would entitle any person, other than the holders of the capital stock (or
equivalents thereof) of the Parents, Mergerco and their respective subsidiaries, to own any capital stock of the Surviving Corporation or to
receive any payment in respect thereof. In furtherance of the foregoing, and subject to applicable Law and agreements existing between the
Company and the applicable person, the Company shall explicitly condition any new awards or grants to any person under its Company Option
Plans, annual bonus plans and other incentive plans upon such person’s consent to the amendments described in this Section 3.03(c) and, to the
fullest extent permitted by applicable Law, shall withhold payment of the Merger Consideration to or require payment of the exercise price for
all Company Options by any holder of a Company Option as to which the Merger Consideration exceeds the amount of the exercise price per
share under such option unless such holder consents to all of the amendments described in this Section 3.03(c). Prior to the Effective Time, the
Company shall take all actions necessary to terminate all Company Stock Plans, such termination to be effective at or before the Effective
Time.
(d) Employee Stock Purchase Plan, The Board of Directors of the Company shall terminate all purchases of stock under the Company’s
2000 Employee Stock Purchase Plan (the “Company ESPP”) effective as of the day immediately after the end of the month next following the
date hereof, and no additional offering periods shall commence under the Company ESPP after the date hereof. The Company shall terminate
the Company ESPP in its entirety immediately prior to the Closing Date, and all shares held under such plan, other than Rollover Shares, shall
be delivered to the participants and shall, as of the Effective Time, be cancelled and converted into the right to receive the Merger
Consideration in accordance with Section 3.01(b).
Section 3.04 Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of
a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with
respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to
which the holder thereof is entitled pursuant to this Article III.
Section 3.05 Dissenting Shares. Notwithstanding Section 3.01(b) hereof, to the extent that holders thereof are entitled to appraisal rights
under Article 5.12 of the TBCA, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held
by a holder who has properly exercised and perfected his or her demand for appraisal rights under Article 5.12 of the TBCA (the “Dissenting
Shares”), shall not be converted into the right
7
22. to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be
determined pursuant to Article 5.12 of the TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall
cease to have any rights with respect thereto, except the right to receive such consideration as shall be determined pursuant to Article 5.12 of
the TBCA); provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her right to
appraisal and payment under the TBCA, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted
as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to
be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation
(and not the Company, Mergerco or either Parent) and the Aggregate Merger Consideration shall be reduced, on a dollar for dollar basis, as if
the holder of such Dissenting Shares had not been a shareholder on the Closing Date. The Company shall give the Parents notice of all
demands for appraisal and the Parents shall have the right to participate in all negotiations and proceedings with respect to all holders of
Dissenting Shares. The Company shall not, except with the prior written consent of the Parents, voluntarily make any payment with respect to,
or settle or offer to settle, any demand for payment from any holder of Dissenting Shares.
Section 3.06 Transfers; No Further Ownership Rights. After the Effective Time, there shall be no registration of transfers on the stock
transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If
Certificates are presented to the Surviving Corporation for transfer following the Effective Time, they shall be cancelled against delivery of the
Merger Consideration, as provided for in Section 3.01(b) hereof, for each share of Company Common Stock formerly represented by such
Certificates.
Section 3.07 Withholding. Each of the Paying Agent, the Company, Mergerco and the Surviving Corporation shall be entitled to deduct
and withhold from payments otherwise payable pursuant to this Agreement any amounts as they are respectively required to deduct and
withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of
state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the person in respect of which such deduction and withholding was made.
Section 3.08 Rollover by Shareholders. At the Effective Time, each Rollover Share issued and outstanding immediately before the
Effective Time shall be cancelled and be converted into and become the number of validly issued shares of equity securities of the Surviving
Corporation calculated in accordance with Section 3.08 of the Mergerco Disclosure Schedule. As of the Effective Time, all such Rollover
Shares when so cancelled, shall no longer be issued and outstanding and shall automatically cease to exist, and each holder of a certificate
representing any such Rollover Shares shall cease to have any rights with respect thereto, except the right to receive the shares of equity
securities of the Surviving Corporation as set forth in this Section 3.08.
Section 3.09 Additional Per Share Consideration.
8
23. (a) No later than ten (10) business days before the Closing Date, if the Closing Date shall occur after the Additional Consideration Date,
the Company shall prepare and deliver to the Parents a good faith estimate of Additional Per Share Consideration, together with reasonably
detailed supporting information (the “Estimated Additional Per Share Consideration”).
(b) Before and after the delivery of the Estimated Additional Per Share Consideration statement, the Company shall provide the Parents
reasonable access to the records and employees of the Company and its subsidiaries, and the Company shall, and shall cause the employees of
the Company and its subsidiaries to, (i) cooperate in all reasonable respects with the Parents in connection with the Parents’ review of the
Estimated Additional Per Share Consideration statement and (ii) provide the Parents with access to accounting records, supporting schedules
and relevant information relating to the Company’s preparation of the Estimated Additional Per Share Consideration statement and calculation
of Estimated Additional Per Share Consideration as the Parents shall reasonably request and that are available to the Company or its affiliates.
Within five (5) business days after delivery of the Estimated Additional Per Share Consideration statement to the Parents, the Parents may
notify the Company that they disagree with the Estimated Additional Per Share Consideration statement. Such notice shall set forth, to the
extent practicable, in reasonable detail the particulars of such disagreement. If the Parents do not provide a notice of disagreement within such
five (5) business day period, then the Parents shall be deemed to have accepted the calculations and the amounts set forth in the Estimated
Additional Per Share Consideration statement delivered by the Company, which shall then be final, binding and conclusive for all purposes
hereunder. If any notice of disagreement is timely provided in accordance with this Section 3.09(b), then the Company and the Parents shall
each use commercially reasonable efforts for a period of one (1) business day thereafter (the “Estimated Additional Per Share Consideration
Resolution Period”) to resolve any disagreements with respect to the calculations in the Estimated Additional Per Share Consideration
statement.
(c) If, at the end of the Estimated Additional Per Share Consideration Resolution Period, the Company and the Parents are unable to
resolve any disagreements as to items in the Estimated Additional Per Share Consideration statement, then KPMG, LLP (New York Office) (or
such other independent accounting firm of recognized national standing in the United States as may be mutually selected by the Company and
the Parents) shall resolve any remaining disagreements. If neither KPMG, LLP (New York Office) nor any such mutually selected accounting
firm is willing and able to serve in such capacity, then the Parents shall deliver to the Company a list of three other accounting firms of
recognized national or international standing and the Company shall select one of such three accounting firms (such firm as is ultimately
selected pursuant to the aforementioned procedures being the “Accountant”). The Accountant shall be charged with determining as promptly
as practicable, whether the Estimated Additional Per Share Consideration as set forth in the Estimated Additional Per Share Consideration
statement was prepared in accordance with this Agreement and (only with respect to the disagreements as to the items set forth in the notice of
disagreement and submitted to the Accountant) whether and to what extent, if any, the Estimated Additional Per Share Consideration requires
adjustment.
9
24. (d) The Accountant shall allocate its costs and expenses between the Parents (on behalf of Mergerco) and the Company based upon the
percentage of the contested amount submitted to the Accountant that is ultimately awarded to the Company, on the one hand, or the Parents, on
the other hand, such that the Company bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded
to the Parents (such portion of such costs and expenses, the “Company Accountant Expense”) and the Parents (on behalf of Mergerco) bear a
percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Company. The determination of the
Accountant shall be final, binding and conclusive for all purposes hereunder.
(e) In order to permit the parties to prepare for an orderly Closing, the Company will deliver monthly reports calculating the previous
month’s Operating Cash Flow on or before the 20th day of each month starting January 15, 2007 (with respect to performance during
December 2006) and will provide the Parents with access to accounting records, supporting schedules and relevant information relating to the
Company’s preparation thereof as the Parents shall reasonably request and that are available to the Company or its affiliates.
Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as disclosed in the documents filed by the Company with the SEC between December 31, 2004 and the date hereof (together with all
forms, documents, schedules, certifications, prospectuses, reports, and registration, proxy and other statements, required to be filed or furnished
by it with or to the SEC between December 31, 2004 and the date hereof, including such documents filed during such periods on a voluntary
basis on Form 8-K, and in each case including exhibits and schedules thereto and documents incorporated by reference therein, the “Company
SEC Documents”) or in the Outdoor SEC Documents or as disclosed in the separate disclosure schedule which has been delivered by the
Company to the Parents prior to the execution of this Agreement (the “Company Disclosure Schedule”) (provided that, any information set
forth in one Section of the Company Disclosure Schedule will be deemed to apply to each other Section or subsection of this Agreement to the
extent such disclosure is made in a way as to make its relevance to such other Section or subsection readily apparent) the Company hereby
represents and warrants to Mergerco and the Parents as follows:
Section 4.01 Organization and Qualification; Subsidiaries. Each of the Company and the subsidiaries set forth in Section 4.01 of the
Company Disclosure Schedule (the “Material Subsidiaries”) is a corporation or legal entity duly organized, validly existing and, if applicable,
in good standing under the laws of its jurisdiction of organization and has the requisite corporate, partnership or limited liability company
power and authority to own, lease and operate its properties and to carry on its business as it is currently conducted. Each of the Company and
its Material Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, if applicable, is in good standing, in each
jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or
licensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, individually or in the
aggregate, a Material Adverse Effect on the Company.
10
25. Section 4.02 Articles of Incorporation and Bylaws. The Company has made available to the Parents a complete and correct copy of the
Articles of Incorporation and the Bylaws (or equivalent organizational documents), each as amended to date, of the Company and each of its
Material Subsidiaries. The Articles of Incorporation and the Bylaws (or equivalent organizational documents) of the Company and each of its
Material Subsidiaries are in full force and effect. None of the Company or any of its Material Subsidiaries is in material violation of any
provision of their respective Articles of Incorporation or the Bylaws (or equivalent organizational documents).
Section 4.03 Capitalization.
(a) The authorized capital stock of the Company consists of 1,500,000,000 shares of Company Common Stock, par value $.10 per share,
2,000,000 shares of the Company’s class A preferred stock, par value $1.00 per share (the “Class A Preferred Stock”) and 8,000,000 shares of
the Company’s class B preferred stock, par value $1.00 per share (the “Class B Preferred Stock”). As of the close of business on
November 10, 2006, (i) 493,794,750 shares of Company Common Stock, including Restricted Shares, were issued and outstanding; (ii) no
shares of the Class A Preferred Stock were issued and outstanding; (iii) no shares of the Class B Preferred Stock were issued and outstanding;
and (iv) 100,000 shares of Company Common Stock were held in treasury. As of the close of business on November 10, 2006 there were
36,605,199 shares of Company Common Stock authorized and reserved for future issuance under Company Option Plans, 356,962 shares of
Company Common Stock authorized and reserved for issuance upon exercise of warrants and outstanding Company Options to purchase
36,633,054 shares of Company Common Stock (of which (i) 12,044,341 shares of Company Common Stock were subject to outstanding
options with an exercise price less than $37.60 and such “in the money” options have a weighted average exercise price equal to $29.78 per
share and (ii) 206,465 shares of Company Common Stock were subject to outstanding warrants with an exercise price less than $37.60 and
such “in the money” warrants have a weighted average exercise price equal to $34.61 per share). As of November 10, 2006, there were
2,304,843 Restricted Shares issued and outstanding. Since November 10, 2006, no Equity Securities or Convertible Securities of the Company
have been issued, reserved for issuance or are outstanding, other than or pursuant to the Company Options and warrants referred to above that
are outstanding as of the date of this Agreement or Equity Securities and/or Convertible Securities hereafter issued in accordance with
Section 6.01(k) hereof. As of the Effective Time, the warrants referred to above thereafter shall not be exercisable for securities of the
Company.
(b) Except as set forth above and except as set forth in Section 4.03(b) of the Company Disclosure Schedule and except as not
specifically prohibited under Section 6.01 hereof, there are no shares of Company Common Stock, Class A Preferred Stock or Class B
Preferred Stock issued or outstanding or otherwise reserved for issuance. Additionally, there are no outstanding subscriptions, options,
conversion or exchange rights, warrants, rights (including without limitation, pursuant to a so-called “poison pill”), calls, repurchase or
redemption agreements, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company
or any of the Material Subsidiaries is a party or by which the Company or any of the Material Subsidiaries is bound obligating the Company or
any of the Material Subsidiaries to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered or sold, additional shares of
capital stock of, or other equity or voting interests in, or
11
26. securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or
any of the Material Subsidiaries or obligating the Company or any of the Material Subsidiaries to issue, grant, extend or enter into any such
security, option, warrant, call, right or contract.
(c) There are no securities except as set forth above that can vote on any matters on which the holders of Company Common Stock may
vote, either on the date hereof or upon conversion or exchange of such securities.
(d) All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Option Plans
will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to
preemptive rights.
Section 4.04 Authority Relative to Agreement.
(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and, subject to receipt of the Requisite Shareholder Approval, to consummate the Merger and the other transactions contemplated
hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other
transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings
on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other
transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Shareholder Approval, as well as the
filing of the Articles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company
and, assuming the due authorization, execution and delivery by Mergerco and the Parents, this Agreement constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting
creditors’ rights, and to general equitable principles).
(b) The Board of Directors of the Company, at a meeting duly called and held, has (i) approved and adopted this Agreement and
approved the Merger and the other transactions contemplated hereby; (ii) determined that the Merger is advisable and fair to and in the best
interests of, the shareholders of the Company (other than affiliate shareholders as to which no determination was made); and (iii) resolved to
submit this Agreement to the shareholders of the Company for approval, file the Proxy Statement with the SEC and, subject to Section 6.07
hereof, recommend that the shareholders of the Company approve this Agreement and the Merger.
(c) The Requisite Shareholder Approval at the Shareholders’ Meeting or any adjournment or postponement thereof in favor of the
adoption of this Agreement and the Merger is the only vote or approval of the holders of any class or series of capital stock of the Company or
any of its subsidiaries which is necessary to adopt this Agreement, approve the Merger and the transactions contemplated hereby.
12
27. Section 4.05 No Conflict; Required Filings and Consents.
(a) Except as set forth in Section 4.05 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the
Company does not, the performance of this Agreement by the Company will not and the consummation of the transactions contemplated
hereby will not (i) conflict with or violate the Articles of Incorporation or Bylaws (or equivalent organizational documents) of (A) the
Company or (B) any of the Material Subsidiaries; (ii) assuming the consents, approvals and authorizations specified in Section 4.05(b) have
been received and the waiting periods referred to therein have expired, and any condition to the effectiveness of such consent, approval,
authorization, or waiver has been satisfied, conflict with or violate any Law applicable to the Company or any of its subsidiaries; or (iii) result
in any breach of, or constitute a default (with or without notice or lapse of time or both) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a Lien, other than any Permitted Lien, upon any of the properties or
assets of the Company or any of its subsidiaries, pursuant to any note, bond, mortgage, indenture or credit agreement, or any other contract,
agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected, other than, in the
case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration or Lien that would not have,
individually or in the aggregate, a Material Adverse Effect on the Company.
(b) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions
contemplated by this Agreement will not, require any consent, approval, authorization, waiver or permit of, or filing with or notification to, any
Governmental Authority, except for applicable requirements of the Exchange Act, the Securities Act, Blue Sky Laws, the HSR Act, any
applicable Foreign Antitrust Laws, any filings, waivers or approvals as may be required under the Communications Act and foreign
communications Laws, any filings, waivers or approvals as may be required under foreign investment review laws, filing and recordation of
appropriate merger documents as required by the Texas Acts, the DGCL and the rules of the NYSE, and except where failure to obtain such
other consents, approvals, authorizations or permits, or to make such filings or notifications, would not have, individually or in the aggregate, a
Material Adverse Effect on the Company.
Section 4.06 Permits and Licenses; Compliance with Laws.
(a) Each of the Company and its Material Subsidiaries is in possession of all franchises, grants, authorizations, licenses (other than
Company FCC Licenses), permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company or
any of its Material Subsidiaries to own, lease and operate the properties of the Company and its Material Subsidiaries or to carry on its business
as it is now being conducted and contemplated to be conducted by the Company and its Material Subsidiaries (the “Company Permits”), and
no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the
failure to have, or the suspension or cancellation of, any of the Company Permits would not have, individually or in the aggregate, a Material
Adverse Effect on the Company. None of the Company or any of its Material Subsidiaries is in conflict with, or in default or violation of,
(i) any Laws applicable to the
13
28. Company or any of its Material Subsidiaries or by which any property or asset of the Company or any of its Material Subsidiaries is bound or
affected; (ii) any of the Company Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its
Material Subsidiaries or any property or asset of the Company or any of its Material Subsidiaries is bound or affected, except for any such
conflicts, defaults or violations that would not have, individually or in the aggregate, a Material Adverse Effect on the Company.
(b) Section 4.06(b) of the Company Disclosure Schedule sets forth (i) all main radio and television stations and (ii) all radio or television
stations for which the Company or any subsidiary of the Company provides programming, advertising or other services pursuant to a LMA.
The Company FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not
expired (other than FCC Licenses that are the subject of pending renewal applications), and are not subject to any material conditions except
for conditions applicable to broadcast licenses generally or as otherwise disclosed on the face of the Company FCC Licenses. The Company
and its subsidiaries are operating, and have operated the Company Stations, in compliance in all material respects with the terms of the
Company FCC Licenses and the Communications Act, and the Company and its subsidiaries have timely filed or made all material
applications, reports and other disclosures required by the FCC to be filed or made with respect to the Company Stations and have timely paid
all FCC regulatory fees with respect thereto, except as would not have, individually or in the aggregate, a Material Adverse Effect on the
Company. Except for administrative rulemakings, legislation or other proceedings affecting the broadcast industry generally, there is not,
pending or, to the Company’s knowledge, threatened by or before the FCC any proceeding, notice of violation, order of forfeiture or complaint
or investigation against or relating to the Company or any of its subsidiaries, or any of the Company Stations, except for any such proceedings,
notices, orders, complaints, or investigations that would not have, individually or in the aggregate, a Material Adverse Effect on the Company.
Section 4.07 Company SEC Documents.
(a) The Company and to its knowledge Outdoor Holdings have filed all Company SEC Documents and Outdoor SEC Documents, as the
case may be, since December 31, 2004 (and in the case of Outdoor Holdings since November 2, 2005). None of the Company’s subsidiaries
(other than Outdoor Holdings) is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective
dates (in the case of Company SEC Documents and Outdoor SEC Documents, as the case may be, that are registration statements filed
pursuant to the requirements of the Securities Act), and as of their respective SEC filing dates (in the case of all other Company SEC
Documents or the Outdoor SEC Documents, as the case may be), or in each case, if amended prior to the date hereof, as of the date of the last
such amendment, the Company SEC Documents and, to the Company’s knowledge, the Outdoor SEC Documents complied in all material
respects, and all documents filed by the Company or Outdoor Holdings between the date of this Agreement and the date of Closing shall
comply in all material respects, with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act, as the case may be,
and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they
14
29. were filed or, if amended, as of the date of such amendment contained, or if filed after the date hereof will contain, any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, or are to be made, not misleading. The Company has made available to the Parents a complete and
correct copy of any material amendments or modifications which, to the Company’s knowledge, are required to be filed with the SEC, but have
not yet been filed with the SEC, with respect to (i) agreements which previously have been filed by the Company or any of its subsidiaries with
the SEC pursuant to the Securities Act or the Exchange Act and (ii) the Company SEC Documents filed prior to the date hereof. As of the date
of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents
and, to the Company’s knowledge, the Outdoor SEC Documents.
(b) The consolidated financial statements (as restated prior to the date hereof, if applicable, and including all related notes and schedules)
of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the
Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash
flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any
other adjustments described therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as
permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act) applied on a consistent basis during
the periods involved (except as may be indicated therein or in the notes thereto).
(c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the
Company, the Company (i) has established and maintained disclosure controls and procedures and internal control over financial reporting (as
such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the
Exchange Act, and (ii) has disclosed, based on its most recent evaluations, to its outside auditors and the audit committee of the Board of
Directors of the Company, (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record,
process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who
have a significant role in the Company’s internal controls over financial reporting.
Section 4.08 Absence of Certain Changes or Events. Since December 31, 2005, except as otherwise contemplated or permitted by this
Agreement, the businesses of the Company and its subsidiaries taken as a whole have been conducted in all material respects in the ordinary
course of business consistent with past practice and through the date of this Agreement. Since December 31, 2005 and through the date of this
Agreement, there has not been a Material Adverse Effect on the Company or any event, circumstance or occurrence that has had or would
reasonably be expected to have a Material Adverse Effect on the Company.
15
30. Section 4.09 No Undisclosed Liabilities. Except (a) as reflected or reserved against in the Company’s consolidated balance sheets (as
restated prior to the date hereof, or the notes thereto) included in the Company SEC Documents, (b) for liabilities or obligations incurred in the
ordinary course of business since the date of such balance sheets, and (c) for liabilities or obligations arising under this Agreement, neither the
Company nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would
be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its subsidiaries, other than
those which would not have, individually or in the aggregate, a Material Adverse Effect on the Company.
Section 4.10 Absence of Litigation. There is no claim, action, proceeding or investigation pending or, to the knowledge of the Company,
threatened against the Company or any of its subsidiaries, or any of their respective properties or assets at law or in equity, and there are no
Orders, before any arbitrator or Governmental Authority, in each case as would have, individually or in the aggregate, a Material Adverse
Effect on the Company.
Section 4.11 Taxes. Except as has not been or would not be, individually or in the aggregate, material to the Company, or except as set forth
in Section 4.11 of the Company Disclosure Schedule, (i) the Company and each of its Material Subsidiaries have prepared (or caused to be
prepared) and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any
of them and all such filed Tax Returns (taking into account all amendments thereto) are complete and accurate in all material respects; (ii) the
Company and each of its Material Subsidiaries have timely paid all material Taxes owed by it (whether or not shown on any Tax Returns),
except for Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP; (iii) as of the date of this Agreement, in respect of United States federal, state and local Taxes and in
respect of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden, Belgium, the Netherlands, and Switzerland,
there are not pending or, to the knowledge of the Company, threatened any material audits, examinations, investigations or other proceedings in
respect of any Taxes of the Company or any of its subsidiaries; (iv) to the knowledge of the Company there are no material Liens for Taxes on
any of the assets of the Company or any of its Material Subsidiaries other than Permitted Liens; (v) none of the Company or any of its Material
Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two (2) year period
ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or
foreign Law); (vi) to the actual knowledge of the Company all material amounts of United States federal, state and local Taxes and all material
amounts of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden, Belgium, the Netherlands, and Switzerland,
required to be withheld by the Company and each of its subsidiaries have been timely withheld and paid over to the appropriate Governmental
Authority; (vii) no material deficiency for any Tax has been asserted or assessed by any Governmental Authority in respect of United States
federal, state and local Taxes and in respect of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden, Belgium,
the Netherlands, and Switzerland, in writing against the Company or any of its subsidiaries (or, to the knowledge of the Company, has been
threatened or proposed), except for deficiencies which have been satisfied by payment, settled or been withdrawn or which are being diligently
contested in good faith by appropriate proceedings and for which adequate reserves have been
16
31. established in accordance with GAAP; (viii) neither the Company nor any of its subsidiaries has waived any statute of limitations in respect of
Material Taxes payable to the United States or any state or locality thereof, or in respect of federal income Taxes payable in France, the United
Kingdom, Italy, Spain, Sweden, Belgium, and Switzerland, or agreed to any extension of time with respect to an assessment or deficiency for
Taxes in respect of such jurisdictions (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course); (ix) neither
the Company nor any of its Material Subsidiaries (A) in the past three (3) years has been a member of an affiliated group filing a consolidated
federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any
person (other than the Company or any of its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local
or foreign Law), as a transferee or successor, or pursuant to any indemnification, allocation or sharing agreement with respect to Taxes that
could give rise to a payment or indemnification obligation (other than agreements among the Company and its subsidiaries and other than
customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which does not relate to Taxes);
(x) neither the Company nor any of its Material Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury
Regulation Section 1.6011-4(b)(2); and (xi) the Company is not, and has not been at any time within the last five (5) years, a “United States
real property holding corporation” within the meaning of Section 897 of the Code.
Section 4.12 Information Supplied. The Proxy Statement and any other document filed with the SEC by the Company in connection with
the Merger (or any amendment thereof or supplement thereto) (collectively, the “SEC Filings”), at the date first mailed to the shareholders of
the Company, at the time of the Company Shareholders’ Meeting and at the time filed with the SEC, as the case may be, 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, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the
Company with respect to statements made therein based on information supplied in writing by the Parents specifically for inclusion in such
documents. The SEC Filings made by the Company will comply in all material respects with the provisions of the Exchange Act.
Section 4.13 Material Contracts.
(a) As of the date hereof, neither the Company nor any of its subsidiaries is a party to or bound by any “material contract” (as such term
is defined in item 601(b)(10) of Regulation S-K of the SEC) (all contracts of the type described in this Section 4.13(a), being referred to herein
as a “Company Material Contract”).
(b) Neither the Company nor any subsidiary of the Company is in breach of or default under the terms of any Company Material
Contract. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any
Company Material Contract. Each Company Material Contract is a valid and binding obligation of the Company or its subsidiary which is a
party thereto and, to the knowledge of the Company, is in full force and effect; provided, however, that (a) such enforcement may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights
generally and (b) equitable remedies of
17
32. specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought and (ii) the Company and its subsidiaries have performed and complied in all material
respects with all obligations required to be performed or complied with by them under each Company Material Contract.
Section 4.14 Employee Benefits and Labor Matters.
(a) Correct and complete copies of the following documents with respect to each Company Benefit Plan (other than such Company
Benefit Plan that is maintained outside of the jurisdiction of the United States and covers fewer than 400 employees) have been made available
to the Parents by the Company to the extent applicable: (i) any plan documents and related trust documents, insurance contracts or other
funding arrangements, and all amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto; (iii) the most recent actuarial
report, if any; (iv) the most recent IRS determination letter; (v) the most recent summary plan descriptions; and (vi) written summaries of all
non-written Company Benefit Plans.
(b) The Company Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all applicable
provisions of ERISA, the Code and other Laws, except for non-compliance which has not had or could not reasonably be expected to have a
Material Adverse Effect on the Company.
(c) Except as set forth on Section 4.14(c) of the Company Disclosure Schedule, none of the Company Benefit Plans is subject to Title IV
of ERISA or Sections 4063 or 4064 of ERISA. The Company Benefit Plans intended to qualify under Section 401 of the Code or other tax-
favored treatment under applicable laws do so qualify, and nothing has occurred with respect to the operation of the Company Benefit Plans
that could cause the loss of such qualification or tax-favored treatment, or the imposition of any liability, penalty or tax under ERISA or the
Code, except for non-compliance which has not had or could not reasonably be expected to have a Material Adverse Effect on the Company.
No Company Benefit Plan provides post-termination health, medical or life insurance benefits for current, former or retirement employees of
the Company or any of its subsidiaries, except as required to avoid an excise Tax under Section 4980B of the Code or as otherwise required by
any other applicable Law, or except as would not have or could not reasonably expect to have a Material Adverse Effect on the Company.
(d) There are no pending or, to the knowledge of the Company, threatened actions, claims or lawsuits with respect to any Company
Benefit Plan (other than routine benefit claims), nor does the Company have any knowledge of facts that could form the basis for any such
claim or lawsuit, except for such actions, claims or lawsuits which, if adversely determined, could not reasonably be expected to have a
Material Adverse Effect on the Company.
(e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder, either by
themselves or in connection with any other event, will entitle any employee, officer or director of the Company or any of its subsidiaries to (i)
accelerate the time of any payment, vesting of any payment or funding of compensation or benefits, except for the acceleration of vesting of
outstanding stock options and
18