Delaware | 20-3247759 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification Number) | |
2000 West Loop South Suite 1300 Houston, Texas |
77027 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on which | |
to be so Registered | Each Class is to be Registered | |
Common Stock, $0.01 par value per share | New York Stock Exchange | |
Preferred Stock Purchase Rights
|
New York Stock Exchange |
Item | ||||||
No. | Caption | Location in Information Statement | ||||
1. | Business | Summary; Risk Factors; and Business | ||||
2. | Financial Information | Summary Summary Historical and Pro Forma Financial and Other Data; Capitalization; Unaudited Pro Forma Condensed Combined Financial Data; Selected Combined Financial Data; and Managements Discussion and Analysis of Financial Condition and Results of Operation | ||||
3. | Properties | Business Properties and Facilities | ||||
4. | Security Ownership of Certain Beneficial Owners and Management | Security Ownership of Certain Beneficial Owners and Management | ||||
5. | Directors and Executive Officers | Management | ||||
6. | Executive Compensation | Management | ||||
7. |
Certain Relationships and Related Transactions |
Our Relationship with Clear Channel Communications After the Distribution | ||||
8. | Legal Proceedings | Business Legal Proceedings | ||||
9. | Market Price of Dividends on the Registrants Common Equity and Related Stockholder Matters | Summary; Risk Factors; The Distribution; Capitalization; Dividend Policy; and Description of Our Capital Stock | ||||
10. | Recent Sale of Unregistered Securities | None | ||||
11. | Description of Registrants Securities to be Registered | Description of Our Capital Stock | ||||
12. | Indemnification of Directors and Officers | Description of Our Capital Stock; and Our Relationship with Clear Channel Communications After the Distribution | ||||
13. | Financial Statements and Supplementary Data | Summary Summary Historical and Pro Forma Financial and Other Data; Unaudited Pro Forma Condensed Combined Financial Data; Selected Combined Financial Data; Managements Discussion and Analysis of Financial Condition and Results of Operations; and Index to Combined Financial Statements and Schedule including the Combined Financial Statements and Schedule | ||||
14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||||
15. | Financial Statements and Exhibits | Unaudited Pro Forma Condensed Combined Financial Data; and Index to Combined Financial Statements and Schedule including the Combined Financial Statements and Schedule |
The following financial statements are included in the Information Statement and filed as part of this Registration Statement on Form 10: |
(1) Unaudited Pro Forma Condensed Combined Financial Data of CCE Spinco, Inc.; and |
(2) | Combined Financial Statements of CCE Spinco, Inc., including Report of Independent Registered Public Accounting Firm. |
The following financial statement schedule for fiscal years 2002, 2003 and 2004 is included in the Information Statement and filed as part of this Registration Statement: | |
Schedule II Valuation and Qualifying Accounts | |
Schedules not mentioned above have been omitted because the information required to be set forth therein is not applicable or the information is otherwise included in the Financial Statements or notes thereto. |
Exhibit | ||||
Number | Exhibit Description | |||
2 | .1* | Form of Master Separation and Distribution Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc. | ||
3 | .1* | Form of Amended and Restated Certificate of Incorporation of CCE Spinco, Inc. | ||
3 | .2* | Form of Amended and Restated Bylaws of CCE Spinco, Inc. | ||
4 | .1* | Specimen common stock certificate of CCE Spinco, Inc. | ||
4 | .2* | Form of Preferred Share Purchase Rights Agreement between CCE Spinco, Inc. and , as rights agent | ||
4 | .3* | Form of Certificate of Designations (attached as Annex A to the Preferred Share Purchase Rights Agreement filed as Exhibit 4.2 hereto) | ||
4 | .4* | Form of Right Certificate (attached as Annex B to the Preferred Share Purchase Rights Agreement filed as Exhibit 4.2 hereto) | ||
10 | .1* | Form of Transition Services Agreement between CCE Spinco, Inc. and Clear Channel Management Services, L.P. | ||
10 | .2* | Form of Tax Matters Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc. | ||
10 | .3* | Form of Employee Matters Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc. | ||
10 | .4* | Form of Transition Trademark License Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc. | ||
10 | .5* | CCE Spinco, Inc. Promissory Note | ||
10 | .6* | Form of CCE Spinco, Inc. Stock Incentive Plan | ||
10 | .7* | Form of CCE Spinco, Inc. Annual Incentive Plan | ||
10 | .8* | Employment Agreement, dated August 17, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and Michael Rapino | ||
10 | .9* | Employment Agreement, dated July 1, 2005, by and between Clear Channel Entertainment UK (Theatrical Productions) Limited and David Ian Lane | ||
10 | .10* | Employment Agreement, dated August 17, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment, and Arthur Fogel | ||
10 | .11* | Employment Agreement, dated October 1, 2004, by and between EMA Telstar Gruppen AB and Thomas Johansson | ||
10 | .12* | Employment Agreement, dated October 13, 2004, by and between Clear Channel Entertainment UK and Alan Ridgeway | ||
21 | .1* | List of Subsidiaries of CCE Spinco, Inc. | ||
99 | .1 | Information Statement of CCE Spinco, Inc., subject to completion dated October 17, 2005 |
* | To be filed by amendment. |
CCE SPINCO, INC. |
By: | /s/ Randall T. Mays |
|
|
Randall T. Mays | |
Chairman of the Board of Directors | |
Exhibit | ||||
Number | Exhibit Description | |||
2 | .1* | Form of Master Separation and Distribution Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc. | ||
3 | .1* | Form of Amended and Restated Certificate of Incorporation of CCE Spinco, Inc. | ||
3 | .2* | Form of Amended and Restated Bylaws of CCE Spinco, Inc. | ||
4 | .1* | Specimen common stock certificate of CCE Spinco, Inc. | ||
4 | .2* | Form of Preferred Share Purchase Rights Agreement between CCE Spinco, Inc. and , as rights agent | ||
4 | .3* | Form of Certificate of Designations (attached as Annex A to the Preferred Share Purchase Rights Agreement filed as Exhibit 4.2 hereto) | ||
4 | .4* | Form of Right Certificate (attached as Annex B to the Preferred Share Purchase Rights Agreement filed as Exhibit 4.2 hereto) | ||
10 | .1* | Form of Transition Services Agreement between CCE Spinco, Inc. and Clear Channel Management Services, L.P. | ||
10 | .2* | Form of Tax Matters Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc. | ||
10 | .3* | Form of Employee Matters Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc. | ||
10 | .4* | Form of Transition Trademark License Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc. | ||
10 | .5* | CCE Spinco, Inc. Promissory Note | ||
10 | .6* | Form of CCE Spinco, Inc. Stock Incentive Plan | ||
10 | .7* | Form of CCE Spinco, Inc. Annual Incentive Plan | ||
10 | .8* | Employment Agreement, dated August 17, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and Michael Rapino | ||
10 | .9* | Employment Agreement, dated July 1, 2005, by and between Clear Channel Entertainment UK (Theatrical Productions) Limited and David Ian Lane | ||
10 | .10* | Employment Agreement, dated August 17, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment, and Arthur Fogel | ||
10 | .11* | Employment Agreement, dated October 1, 2004, by and between EMA Telstar Gruppen AB and Thomas Johansson | ||
10 | .12* | Employment Agreement, dated October 13, 2004, by and between Clear Channel Entertainment UK and Alan Ridgeway | ||
21 | .1* | List of Subsidiaries of CCE Spinco, Inc. | ||
99 | .1 | Information Statement of CCE Spinco, Inc., subject to completion dated October 17, 2005 |
* | To be filed by amendment. |