EX-99.3 7 d57053a1exv99w3.htm FORM OF ELECTION exv99w3
Exhibit 99.3
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CLEAR CHANNEL COMMUNICATIONS, INC. — ELECTION FORM B SUBSTITUTE FORM W-9 PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY TO MAKE A VALID ELECTION, THIS FORM MUST BE RECEIVED BY MELLON SIGNING BELOW. INVESTOR SERVICES LLC NO LATER THAN 5:00 P.M., NEW YORK CITY TIM E, ON [ ], 2008. I/we certify that I/we have complied with all requirements as stated in the instructions below. As of 5:00 p.m., New York City Time, on [ ], 2008, I/we was/were the registered holder(s) of the shares of Clear Channel If the Taxpayer ID Number printed Communic ations, Inc. common stock for which the election in Section 3 hereof above is INCORRECT OR if the is made and give the in structions in this Election Form. space is BLANK write in the CORRECT number here. Under penalt ie s of perjury. I certif y h t at: 1. The number shown on this form is my correct taxpayer d i entification number (or I am waiting f o r a number to be is sued to me), and 2. I am not subject to backup withhold ing because: (a) I am exempt f r om backup withholding, or (b) I have not been noti fie d by the Inte rnal Revenue Service (IR S) t h at I am subject to backup withholding as a result of a fail ure to report al in terest or div idends, or (c) the IRS has notified me t h at I am no lo nger subje ct to backup wit hhold in g, and 3. I am a U.S. person (inclu din g a U.S. resident ali en). Certification in structions. You must cross out ite m 2 above if you have been notifi ed by the IRS h t at you are currently subject to backup with holdin g because you have a f iled t o report all in terest and dividends on your a t x return. Signature: Date: PLACE AN X IN THE ELECTION BOX ONLY C (SHARES ELECTED FOR CASH) A Cash Election WHOLE SHARES A Signature: This f o rm must be signed by the registered holder(s) exactly as such name(s) appears on the certificate(s) (SHARES ELECTED FOR STOCK) or by person(s) authorized t o sign on behalf of the registered holder(s) by documents r t ansmitte d herewit h. B Stock Election X WHOLE SHARES Signature of Shareholder Date Daytime Telephone # Note: Any shares not covered by the above will be deemed to have made a cash election. X All elections may be revoked or modified prior to 5:00 p.m. New York City Signature of Shareholder Date Daytime Telephone # time, on [ ], 2008, after which such elections become irrevocable. About You and Your Shares — INDICATE ADDRESS CHANGE AS NECESSARY BELOW. CCU Account Number Certificate Number Number of Shares Evidenced by Certific ate: Total Shares: A. Exchange the number of shares of Clear Channel Communications, in c. common stock in dicated above in Section 3A o f r an amount in cash (without in terest) determined pursuant to the merger agreement (subject t o cutback by an amount equal to the Additional Equity Consideration (such amount not to exceed $1.00 per share), plus the Additional Per Share Consideration (if any)). B. Exchange the number of shares of Clear Channel Communications, inc. common stock in dicated above in Section 3B for shares of CC Media Holdings, inc. Class A common stock, as determined pursuant to the merger agreement SUBJECT TO PRORATION AND CUTBACK t o the in dividual cap, with cash in li eu of f r actional shares, plus the Additional Per Share Consideration (if any). F I YOU ELECT STOCK YOU MUST FILL OUT THE LETTER OF TRANSMITTAL. Please note the following: 1. You may only make an election in Section 3 hereof f o r shares h t at you held of record as of 5:00 p.m., New York City Time, on June 19, 2008. if you hold options or shares of restricted stock, you will receive a separate election o f rm with respect t o such options or restricted stock. 2. If you do not submit this election form prior to 5:00 p.m. New York City time on [ ], 2008, you will be deemed to have elected to receive the cash consideration and all of your shares of Clear Channel Communications, in c. common stock will be converted in to an amount in cash (without in terest) determined pursuant to the merger agreement (subject to cutback by an amount equal to the Additional Equity Consideration (such amount not to exceed $1.00 per share), plus the Additional Per Share Consideration (if any)). Refer to the proxy statement-prospectus dated [ ], 2008 o f r more in formation. 3. There is no guarantee t h at you will receive your stock election choice. I f the to tal stock elections received exceed the number of shares of stock consideration or f i the number of shares of stock you elect exceed the in dividual cap, the number of shares you elect will be subject t o proration and/or cutback, all as set o f rth in the merger agreement. in h t is case, you will receive an amount in cash (without in terest) o f r any shares f o r which you do not receive stock. Refer t o the proxy statement-prospectus dated [ ], 2008 o f r more in formation. 4. Mellon in vestor Services LLC, as the paying agent, has h t e discretion t o reject your stock election f o r reasons set o f rth in the merger agreement and described in the proxy statement-prospectus. For example, if you f a il t o properly if ll out and t i mely submit t h is election o f rm, do not properly if ll out and it mely submit the le tter of t r ansmittal or otherwise f a il to properly make a stock election, the paying agent may reject your stock election and you will receive an amount in cash (without in terest) f o r any shares subject to such a rejected stock election. 5. Because in dividual circumstances may differ, shareholders should consult their a t x advisors to determine the a t x effect t o h t em of the merger, in cluding the application and effect of o f reign, state, o l cal or other t a x a l ws. 6. Your submission of an election o f rm does not constitute a vote on the merger. I n order to vote your shares, you must sign, date and return the proxy card in cluded with t h e proxy statement-prospectus or attend the Special Meeting on [ ], 2008 and vote in person. Indicate change of address here Do you need assistance? Call in nisfree M&A In corporated - 1-877-456-3427 WHERE TO FORWARD YOUR TRANSMITTAL AND ELECTIO N FORM MATERIALS By Mail: By Overnight Courie r or By Hand: Mel on I n vestor Services LLC Mel on I n vestor Servic es LLC At n: Corporate Acti on Dept., 27th Floor Attn : Corporate Acti on Dept., 27th Floor P.O. Box 3447 480 Washington Boulevard South Hackensack, NJ 07606 Jersey City , NJ 07310 July 17, June 19, July 24, If you beneficially own more than 11,111,112 shares of Clear Channel Communications, Inc. common stock and wish the individual cap to apply with respect to all of the shares of Clear Channel Communications, Inc. common stock beneficially owned by you and such shares are held through different record holders, you must follow instructions set forth in instruction 10.