As filed with the Securities and Exchange Commission on
August 10, 2005
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
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Delaware |
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20-3247759 |
(State or Other Jurisdiction of |
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(I.R.S. Employer |
Incorporation or Organization) |
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Identification Number) |
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2000 West Loop South
Suite 1300
Houston, Texas |
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77027 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code:
(713) 693-8600
Securities to be registered pursuant to Section 12(b) of
the Act:
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Title of Each Class |
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Name of Each Exchange on which |
to Be so Registered |
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Each Class is to Be Registered |
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Common Stock, $0.01 par value per share |
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New York Stock Exchange |
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Preferred Stock Purchase Rights
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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.
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Item | |
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No. | |
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Caption |
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Location in Information Statement |
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1. |
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Business |
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Summary; Risk Factors; and
Business |
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2. |
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Financial Information |
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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 |
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3. |
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Properties |
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Business Properties and Facilities |
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4. |
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Security Ownership of Certain Beneficial Owners and Management |
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Security Ownership of Certain Beneficial Owners and
Management |
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5. |
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Directors and Executive Officers |
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Management |
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6. |
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Executive Compensation |
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Management |
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7. |
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Certain Relationships and
Related Transactions |
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Our Relationship with Clear Channel Communications After
the Distribution |
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8. |
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Legal Proceedings |
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Business Legal Proceedings |
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9. |
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Market Price of Dividends on the Registrants Common Equity
and Related Stockholder Matters |
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Summary; Risk Factors; The
Distribution; Capitalization; Dividend
Policy; and Description of Our Capital Stock |
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10. |
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Recent Sale of Unregistered Securities |
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None |
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11. |
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Description of Registrants Securities to be Registered |
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Description of Our Capital Stock |
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12. |
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Indemnification of Directors and Officers |
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Description of Our Capital Stock; and Our
Relationship with Clear Channel Communications After the
Distribution |
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13. |
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Financial Statements and Supplementary Data |
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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 |
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14. |
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure |
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None |
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15. |
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Financial Statements and Exhibits |
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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.
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The following financial statements are included in the
Information Statement and filed as part of this Registration
Statement on Form 10: |
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(1) Unaudited Pro Forma Condensed Combined Financial Data
of CCE Spinco, Inc.; and |
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(2) |
Combined Financial Statements of CCE Spinco, Inc., including
Report of Independent Registered Public Accounting Firm. |
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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: |
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Schedule II Valuation and Qualifying Accounts |
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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:
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Exhibit |
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Number |
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Exhibit Description |
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2 |
.1* |
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Form of Master Separation and Distribution Agreement between CCE
Spinco, Inc. and Clear Channel Communications, Inc. |
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3 |
.1* |
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Form of Amended and Restated Certificate of Incorporation of CCE
Spinco, Inc. |
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3 |
.2* |
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Form of Amended and Restated Bylaws of CCE Spinco, Inc. |
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4 |
.1* |
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Specimen common stock certificate of CCE Spinco, Inc. |
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4 |
.2* |
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Form of Preferred Share Purchase Rights Agreement between CCE
Spinco, Inc.
and ,
as rights agent |
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4 |
.3* |
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Form of Certificate of Designations (attached as Annex A to
the Preferred Share Purchase Rights Agreement filed as
Exhibit 4.2 hereto) |
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4 |
.4* |
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Form of Right Certificate (attached as Annex B to the
Preferred Share Purchase Rights Agreement filed as
Exhibit 4.2 hereto) |
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10 |
.1* |
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Form of Transition Services Agreement between CCE Spinco, Inc.
and Clear Channel Management Services, L.P. |
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10 |
.2* |
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Form of Tax Matters Agreement between CCE Spinco, Inc. and Clear
Channel Communications, Inc. |
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10 |
.3* |
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Form of Employee Matters Agreement between CCE Spinco, Inc. and
Clear Channel Communications, Inc. |
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10 |
.4* |
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Form of Transition Trademark License Agreement between CCE
Spinco, Inc. and Clear Channel Communications, Inc. |
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10 |
.5* |
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CCE Spinco, Inc. Promissory Note |
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10 |
.6* |
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CCE Spinco, Inc. Stock Incentive Plan |
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10 |
.7* |
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CCE Spinco, Inc. Annual Incentive Plan |
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21 |
.1* |
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List of Subsidiaries of CCE Spinco, Inc. |
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99 |
.1 |
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Information Statement of CCE Spinco, Inc., subject to completion
dated August 10, 2005. |
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* |
To be filed by amendment. |
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.
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Randall T. Mays |
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Chairman and Interim Chief Executive Officer |
Dated: August 9, 2005
EXHIBIT INDEX
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Exhibit |
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Number |
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Exhibit Description |
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2 |
.1* |
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Form of Master Separation and Distribution Agreement between CCE
Spinco, Inc. and Clear Channel Communications, Inc. |
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3 |
.1* |
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Form of Amended and Restated Certificate of Incorporation of CCE
Spinco, Inc. |
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3 |
.2* |
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Form of Amended and Restated Bylaws of CCE Spinco, Inc. |
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4 |
.1* |
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Specimen common stock certificate of CCE Spinco, Inc. |
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4 |
.2* |
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Form of Preferred Share Purchase Rights Agreement between CCE
Spinco, Inc.
and ,
as rights agent |
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4 |
.3* |
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Form of Certificate of Designations (attached as Annex A to
the Preferred Share Purchase Rights Agreement filed as
Exhibit 4.2 hereto) |
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4 |
.4* |
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Form of Right Certificate (attached as Annex B to the
Preferred Share Purchase Rights Agreement filed as
Exhibit 4.2 hereto) |
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10 |
.1* |
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Form of Transition Services Agreement between CCE Spinco, Inc.
and Clear Channel Management Services, L.P. |
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10 |
.2* |
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Form of Tax Matters Agreement between CCE Spinco, Inc. and Clear
Channel Communications, Inc. |
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10 |
.3* |
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Form of Employee Matters Agreement between CCE Spinco, Inc. and
Clear Channel Communications, Inc. |
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10 |
.4* |
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Form of Transition Trademark License Agreement between CCE
Spinco, Inc. and Clear Channel Communications, Inc. |
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10 |
.5* |
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CCE Spinco, Inc. Promissory Note |
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10 |
.6* |
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CCE Spinco, Inc. Stock Incentive Plan |
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10 |
.7* |
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CCE Spinco, Inc. Annual Incentive Plan |
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21 |
.1* |
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List of Subsidiaries of CCE Spinco, Inc. |
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99 |
.1 |
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Information Statement of CCE Spinco, Inc., subject to completion
dated August 10, 2005. |
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* |
To be filed by amendment. |