As filed with the Securities and Exchange Commission on November 14, 2005
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 2
to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
CCE SPINCO, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   20-3247759
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification Number)
 
9348 Civic Center Drive
Beverly Hills, California		   90210
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code:
(310) 867-7000
 
Securities to be registered pursuant to Section 12(b) of the Act:
     
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
Securities to be registered pursuant to Section 12(g) of the Act:
None
 
 

 

CCE SPINCO, INC.
Cross-Reference Sheet Between the Information Statement and Items of Form 10
Information Included in the Information Statement and Incorporated by Reference
into the Registration Statement on Form 10
      Our information statement may be found as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.
             
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 “Management’s 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 Registrant’s 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 Registrant’s 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;” “Management’s 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

 

      (a) List of 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.
      (b) Exhibits. The following documents are filed as exhibits hereto:
         
Exhibit    
Number   Exhibit Description
     
  2 .1   Form of Master Separation and Distribution Agreement between Clear Channel Communications, Inc. and CCE Spinco, 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 Rights Agreement between CCE Spinco, Inc. and The Bank of New York, as rights agent
  4 .3   Form of Certificate of Designations of Series A Junior Participating Preferred Stock (attached as Annex A to the Rights Agreement filed as Exhibit 4.2 hereto)
  4 .4   Form of Right Certificate (attached as Annex B to the 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 Trademark and Copyright License Agreement between CCE Spinco, Inc. and Clear Channel Identity, L.P.
  10 .5   Form of CCE Spinco, Inc. 2005 Stock Incentive Plan
  10 .6   Form of CCE Spinco, Inc. 2006 Annual Incentive Plan
  10 .7   Employment Agreement, dated August 17, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and Michael Rapino
  10 .8†   Service Agreement, dated October 5, 2000, as amended January 12, 2005 and July 1, 2005, by and between Clear Channel Entertainment UK (Theatrical Productions) Limited and David Ian Lane
  10 .9†   Personal Services Agreement, dated December 3, 2002, as amended January 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment, and Arthur Fogel
  10 .10   Executive Agreement, dated October 1, 2004, by and between EMA Telstar Gruppen AB and Thomas Johansson
  10 .11   Executive Service Agreement, dated 2001, as amended 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 November 14, 2005
 
*  To be filed by amendment.
†  Certain portions of this exhibit have been omitted pursuant to a request for an order granting confidential treatment by the Securities and Exchange Commission.

 

SIGNATURE
      Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
  CCE SPINCO, INC.
  By:  /s/ Randall T. Mays
 
 
  Randall T. Mays
  Chairman of the Board of Directors
Dated: November 14, 2005

 

EXHIBIT INDEX
         
Exhibit    
Number   Exhibit Description
     
  2 .1   Form of Master Separation and Distribution Agreement between Clear Channel Communications, Inc. and CCE Spinco, 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 Rights Agreement between CCE Spinco, Inc. and The Bank of New York, as rights agent
  4 .3   Form of Certificate of Designations of Series A Junior Participating Preferred Stock (attached as Annex A to the Rights Agreement filed as Exhibit 4.2 hereto)
  4 .4   Form of Right Certificate (attached as Annex B to the 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 Trademark and Copyright License Agreement between CCE Spinco, Inc. and Clear Channel Identity, L.P.
  10 .5   Form of CCE Spinco, Inc. 2005 Stock Incentive Plan
  10 .6   Form of CCE Spinco, Inc. 2006 Annual Incentive Plan
  10 .7   Employment Agreement, dated August 17, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and Michael Rapino
  10 .8†   Service Agreement, dated October 5, 2000, as amended January 12, 2005 and July 1, 2005, by and between Clear Channel Entertainment UK (Theatrical Productions) Limited and David Ian Lane
  10 .9†   Personal Services Agreement, dated December 3, 2002, as amended January 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment, and Arthur Fogel
  10 .10   Executive Agreement, dated October 1, 2004, by and between EMA Telstar Gruppen AB and Thomas Johansson
  10 .11   Executive Service Agreement, dated 2001, as amended 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 November 14, 2005
 
*  To be filed by amendment.
†  Certain portions of this exhibit have been omitted pursuant to a request for an order granting confidential treatment by the Securities and Exchange Commission.