Amendment No. 2 to Schedule 13-D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MgCJny6f5j0yH9VNnj9quvHwekKK8CsHvyARx5bSo9Zxtyy7M/E1Nt6SuAxRGhDV ev3Cvv05I0z5scM4rxjpSg== 0001193125-08-016299.txt : 20080131 0001193125-08-016299.hdr.sgml : 20080131 20080131085959 ACCESSION NUMBER: 0001193125-08-016299 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080131 GROUP MEMBERS: HIGHFIELDS ASSOCIATES LLC GROUP MEMBERS: HIGHFIELDS GP LLC GROUP MEMBERS: JONATHON S. JACOBSON GROUP MEMBERS: RICHARD L. GRUBMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 741787536 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36026 FILM NUMBER: 08562825 BUSINESS ADDRESS: STREET 1: 200 E BASSE RD CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6178507500 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13-D Amendment No. 2 to Schedule 13-D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-102)

INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 2)*

CLEAR CHANNEL COMMUNICATIONS, INC.

(Name of Issuer)

COMMON STOCK, $0.10 PAR VALUE PER SHARE

(Title and Class of Securities)

184502102

(CUSIP number)

Highfields Capital Management LP

Attention: Joseph F. Mazzella

John Hancock Tower

200 Clarendon Street, 59^th Floor

Boston, MA 02116

(617) 850-7500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 29, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 184502102		13D/A		Page 2 of 10 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	x
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 38,133,415
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 38,133,415
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,133,415
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 184502102		13D/A		Page 3 of 10 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 38,133,415
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 38,133,415
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,133,415
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 184502102		13D/A		Page 4 of 10 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Associates LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 38,133,415
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 38,133,415
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,133,415
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 184502102		13D/A		Page 5 of 10 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jonathon S. Jacobson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 38,133,415
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 38,133,415
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,133,415
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 184502102		13D/A		Page 6 of 10 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard L. Grubman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 38,133,415
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 38,133,415
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,133,415
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 184502102		13D/A		Page 7 of 10 Pages

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Statement on Schedule 13D filed on May 30, 2007, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed on July 25, 2007 (the “Schedule 13D”), by the Reporting Persons with respect to the shares of common stock, par value $0.10 per share (the “Shares”), of Clear Channel Communications, Inc., a Texas corporation (the “Issuer”). This Amendment No. 2 is being filed to amend and supplement Item 3 and Item 5 of the Schedule 13D. Except as herein supplemented or amended, all other information in the Schedule 13D is as set forth therein. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and supplemented by adding the following text:

The aggregate purchase price of the additional 504,236 Shares purchased by Highfields I as reported in this Amendment No. 2 was approximately $15,458,117, inclusive of brokerage commissions.

The aggregate purchase price of the additional 4,470,336 Shares purchased by Highfields II as reported in this Amendment No. 2 was approximately $134,711,357, inclusive of brokerage commissions.

The aggregate purchase price of the additional 1,350,043 Shares purchased by Highfields III as reported in this Amendment No. 2 was approximately $44,902,375, inclusive of brokerage commissions.

Each of the Funds used its own assets to purchase such Shares, which may at any given time include funds borrowed in the ordinary course in its margin account.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b) As of January 31, 2008, Highfields I, Highfields II and Highfields III owned beneficially 3,532,416, 11,506,937 and 23,094,062 Shares, respectively, representing approximately 0.7%, 2.3% and 4.6%, respectively, of the 497,919,884 shares of the Issuer’s common stock outstanding as reported in publicly available information.

As of January 31, 2008, Highfields Capital Management, in its capacity as investment manager of the Funds, had sole voting and dispositive power with respect to all 38,133,415 Shares owned beneficially by the Funds, representing approximately 7.7% of the 497,919,884 shares of the Issuer’s common stock outstanding as reported in publicly available information.

As of January 31, 2008, Highfields GP, through its control of Highfields Capital Management, had sole voting and dispositive power with respect to all 38,133,415 Shares owned beneficially by Highfields Capital Management, representing approximately 7.7% of the 497,919,884 shares of the Issuer’s common stock outstanding as reported in publicly available information.

As of January 31, 2008, Highfields Associates, through its control of the Funds, had sole voting and dispositive power with respect to all 38,133,415 Shares owned beneficially by the Funds, representing approximately 7.7% of the 497,919,884 shares of the Issuer’s common stock outstanding as reported in publicly available information.


CUSIP No. 184502102		13D/A		Page 8 of 10 Pages

As of January 31, 2008, Mr. Jacobson, in his capacity as a Managing Member of Highfields GP, a Senior Managing Member of Highfields Associates and Managing Director of Highfields Capital Management, had sole voting and dispositive power with respect to all 38,133,415 Shares, representing approximately 7.7% of the 497,919,884 shares of the Issuer’s common stock outstanding as reported in publicly available information.

As of January 31, 2008, Mr. Grubman, in his capacity as a Managing Member of Highfields GP, a Senior Managing Member of Highfields Associates and Managing Director of Highfields Capital Management, had sole voting and dispositive power with respect to all 38,133,415 Shares, representing approximately 7.7% of the 497,919,884 shares of the Issuer’s common stock outstanding as reported in publicly available information.

(c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons which were effected during the past sixty days is set forth in Annex A attached hereto and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.


CUSIP No. 184502102		13D/A		Page 9 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the persons signing below certifies that the information set forth in this statement is true, complete and correct.


		January 31, 2008
		Date
		HIGHFIELDS CAPITAL MANAGEMENT LP
		By: Highfields GP LLC, its General Partner
		/s/ Joseph F. Mazzella
		Signature
		Joseph F. Mazzella, Authorized Signatory
		Name/Title
		HIGHFIELDS GP LLC
		/s/ Joseph F. Mazzella
		Signature
		Joseph F. Mazzella, Authorized Signatory
		Name/Title
		HIGHFIELDS ASSOCIATES LLC
		/s/ Joseph F. Mazzella
		Signature
		Joseph F. Mazzella, Authorized Signatory
		Name/Title
		JONATHON S. JACOBSON
		/s/ Joseph F. Mazzella
		Signature
		Joseph F. Mazzella, Authorized Signatory
		Name/Title
		RICHARD L. GRUBMAN
		/s/ Joseph F. Mazzella
		Signature
		Joseph F. Mazzella, Authorized Signatory
		Name/Title


CUSIP No. 184502102		13D/A		Page 10 of 10 Pages

Annex A

INFORMATION WITH RESPECT TO TRANSACTIONS

OF SHARES BY HIGHFIELDS I EFFECTED DURING THE PAST SIXTY DAYS


Date	Number of Shares Purchased (Sold)⁽¹⁾	Price per Share ($) ⁽²⁾
1/29/08	63,557	29.97
1/29/08	12,539	30.81
1/29/08	89,218	29.75
1/29/08	27,585	29.27
1/29/08	37,616	30.00
1/30/08	37,016	29.11
1/30/08	82,207	29.24

INFORMATION WITH RESPECT TO TRANSACTIONS

OF SHARES BY HIGHFIELDS II EFFECTED DURING THE PAST SIXTY DAYS


Date	Number of Shares Purchased (Sold) ⁽¹⁾	Price per Share ($) ⁽²⁾
1/28/08	100,000	31.04
1/28/08	79,800	31.02
1/28/08	26,431	30.99
1/28/08	40,000	31.02
1/29/08	950,212	29.97
1/29/08	187,461	30.81
1/29/08	1,333,865	29.75
1/29/08	412,415	29.27
1/29/08	562,384	30.00
1/30/08	120,584	29.11
1/30/08	267,793	29.24
(1) All purchases/sales were effected through open market transactions.
(2) Inclusive of brokerage commissions.

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