UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): JULY 1, 2006
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-32663 86-0812139
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
200 EAST BASSE ROAD (210) 832-3700 78209
SAN ANTONIO, TEXAS (Registrant's telephone (Zip Code)
(Address of principal number, including area code)
executive offices)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
Effective as of July 1, 2006, Clear Channel Outdoor Holdings, Inc., a
Delaware corporation (the "COMPANY"), completed its acquisition of IN-TER-SPACE
Services, Inc., a Pennsylvania corporation ("ISI"), pursuant to the Stock
Purchase Agreement (the "PURCHASE AGREEMENT"), dated May 20, 2006, by and among
the Company, Clear Channel Outdoor, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company, ISI and the shareholders of ISI (the
"SHAREHOLDERS"). A final copy of the Stock Transfer Restriction and Registration
Rights Agreement, dated as of July 1, 2006, by and among the Company and the
Shareholders, executed in connection with the Purchase Agreement, is attached as
Exhibit 4.1.
A copy of the press release announcing the completion of the
acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
EXHIBIT NUMBER EXHIBIT TITLE
-------------------- ----------------------------------------------------------------------------------------
4.1 Stock Transfer Restriction and Registration Rights Agreement, by and among Clear
Channel Outdoor Holdings, Inc. and the Shareholders of IN-TER-SPACE Services, Inc.,
dated as of July 1, 2006.
99.1 Press Release issued July 3, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: July 5, 2006
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
By: /s/ Herbert W. Hill, Jr.
-------------------------------------
Herbert W. Hill, Jr.
Sr. Vice President / Chief Accounting
Officer
INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT TITLE
-------------------- ----------------------------------------------------------------------------------------
4.1 Stock Transfer Restriction and Registration Rights Agreement, by and among Clear
Channel Outdoor Holdings, Inc. and the Shareholders of IN-TER-SPACE Services, Inc.,
dated as of July 1, 2006.
99.1 Press Release issued July 3, 2006