CLEAR CHANNEL COMMUNICATIONS, INC.
P.O. Box 659512
San Antonio, Texas 78265-9512
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 20, 1995
As a shareholder of Clear Channel Communications, Inc. (the
"Company"), you are hereby given notice of and invited to attend, in person
or by proxy, the Annual Meeting of Shareholders of the Company to be held
at 200 Concord Plaza (Conference Room-5th Floor), San Antonio, Texas on
April 20, 1995, at 11:00 a.m., for the following purposes:
1. To elect directors for the coming year;
2. To select independent auditors for the year ending December 31,
1995;
3. To approve adoption of the 1994 Performance Based Executive
Compensation Plan;
4. To amend the articles of incorporation to increase the number of
authorized shares of Common Stock of the Company from 20 million
to 100 million shares;
5. To transact any other business which may properly come before the
meeting.
The Board of Directors (the "Board") has fixed the close of business
on March 1, 1995 as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting.
Your attention is invited to the accompanying Proxy Statement. In
addition, although mere attendance at the meeting will not revoke the
proxy, a shareholder present at the meeting may revoke his proxy and vote
in person. To assure that your shares are represented at the meeting,
please complete, date, sign and mail the enclosed Proxy card in the return
envelope provided for that purpose.
By Order of the Board of Directors
Kenneth E. Wyker
Secretary
San Antonio, Texas
March 15, 1995
PROXY STATEMENT
Clear Channel Communications, Inc.
P. O. Box 659512
San Antonio, Texas 78265-9512
ANNUAL MEETING OF SHAREHOLDERS
April 20, 1995
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Clear Channel Communications, Inc. (the
"Company") of proxies for use at the Annual Meeting of Shareholders to be
held on April 20, 1995, or at any adjournment thereof, as set forth in the
accompanying notice. A shareholder giving a proxy may revoke it at any
time before it is exercised by so notifying the Secretary of the Company in
writing or in person. Any proxy which is not revoked will be voted at the
meeting. The Proxy Statement is first being sent to shareholders on or
about March 15, 1995.
On March 1, 1995, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, there were 17,256,766
shares of Common Stock outstanding. On all matters each share has one
vote.
Votes cast by proxy or in person at the Annual Meeting will be counted
by the persons appointed by the Company to act as election inspectors at
the meeting. The election inspectors will treat shares represented by
proxies that reflect abstentions as shares that are present and entitled to
vote, for purposes of determining the presence of a quorum and for purposes
of determining the outcome of any matter submitted to the shareholders for
a vote. Abstentions, however, do not constitute a vote "for" or "against"
any matter and thus will be disregarded in the calculation of a plurality
or of "votes cast."
The election inspectors will treat shares referred to as "broker non-
votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to
vote that the broker or nominee does not have discretionary power to vote
on a particular matter) as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. However, for purposes of
determining the outcome of any matter as to which the broker has physically
indicated on the proxy that it does not have discretionary authority to
vote, those shares will be treated as not present and not entitled to vote
with respect to that matter (even though those shares are considered
entitled to vote for quorum purposes and may be entitled to vote on other
matters).
In the election of directors, shares present but not voting will be
disregarded (except for quorum purposes) and the candidates for election
receiving the highest number of affirmative votes of the shares entitled to
be voted for them, up to the number of directors to be elected by those
shares, will be elected and votes cast against a candidate or votes
withheld will have no legal effect.
<PAGE>
SECURITY OWNERSHIP
The table below sets forth certain information about the persons and
entities known to the Company to own beneficially more than 5% of the
Company's outstanding stock. Such information is based upon required
notices previously filed with the Company. Such shares are held in each
shareholder's name or in a nominee account.
Shares of Common Stock
Beneficially Owned at Percent of
Name February 15, 1995 (1) Class (1)
L. Lowry Mays 3,792,057(2) 22%
400 Geneseo Road
San Antonio, TX 78209
B. J. McCombs 2,851,734(3) 17%
825 Contour
San Antonio, TX 78212
Putman Investments 1,306,000 8%
One Post Office Square
Boston, MA 02019
Pilgram Baxter Associates 1,035,025 6%
1255 Drummers Lane #300
Wayne, PA 19087-1590
(1) Shares and percentage ownership of Common Stock, both beneficial
and disclaimed, based on 17,256,766 shares outstanding.
(2) Includes nonqualified options to acquire 148,918 shares and
29,130 shares held by trusts of which he is Trustee, but not
beneficiary. Mr. Mays disclaims ownership of 302,205 shares of
Common Stock owned by his wife, children and grandchildren.
(3) Includes nonqualified options to acquire 4,375 shares.
<PAGE>
ELECTION OF DIRECTORS
One of the purposes of the meeting is the election of directors. The
number of directors expected to constitute the entire board following the
election is five. Unless you indicate to the contrary, the persons named
in the accompanying proxy will vote your shares for the election of the
nominees named below as directors. Although it is not envisioned that any
nominee will decline or be unable to serve, the proxies will be voted by
the proxy holders at their discretion for another person, or for a lesser
number of persons, if such a contingency should arise. The term of each
person elected as a director will continue until the next annual meeting
and until his successor is elected and qualified. Outside directors are
paid $5,000 for each meeting of the Board they attend, plus members of the
compensation committee are paid $500 for each meeting of the compensation
committee they attend. In addition, in February 1993 each outside director
was granted options to purchase 7,812 shares of Common Stock of the
Company, 3,125 of which are exercisable as of the date of this Proxy
Statement. In February 1994, each director was granted options to purchase
6,250 shares of Common Stock of the Company, 1,250 of which are exercisable
as of the date of this Proxy Statement. The election of directors requires
an affirmative vote by a majority of the outstanding shares present and
entitled to vote at the meeting.
The table on the following page reflects the number of shares of
Common Stock beneficially owned by the directors of the Company as of
February 15, 1995, and the number of shares beneficially owned by each of
the named executive officers and the number of shares beneficially owned by
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Shares of
Common Stock
Year Beneficially
Principal First Owned at Percent
Occupation Became February 15, of
Name Age or Employment Director 1995(1) Class(1)
<S> <C> <C> <C> <C> <C>
L. Lowry Mays(a)(5) 58 President & Chief 1972 3,792,057(2) 22%
400 Geneseo Road Executive Officer
San Antonio, TX 78209 of the Company
Alan D. Feld(5) 57 Partner in the law 1984 6,375(4)(3) *
4235 Bordeaux firm of Akin, Gump,
Dallas, TX 78205 Strauss, Hauer &
Feld, L.L.P.
B. J. McCombs(a)(5) 67 Private Investor 1972 2,851,734(4) 17%
825 Contour
San Antonio, TX 78212
Theodore H. Strauss(b)(5)69 Senior Managing 1984 27,407(4) *
5100 Park Lane Director
Dallas, TX 75220 Bear, Stearns,
& Co., Inc.
John H. Williams(a)(b)(5) 61 Senior Vice 1984 8,775(4) *
7810 Glen Albens Circle President
Dallas, TX 75225 Kemper Securities, Inc.
Daniel Sullivan 43 President n/a 119,248 *
4431 Dyke Bennett Road Clear Channel Television
Franklin, TN 37064
Jim Smith 46 Vice-President n/a 3,906 *
5401 E. 41st St. Clear Channel Radio
Tulsa, OK 74135
William Riordan 37 Vice-President n/a 3,728 *
1701 Broadway Street N.E.
Minneapolis, MN 55413
Jack Peck 38 Vice-President n/a 1,778 *
2225 Union Ave.
Memphis, TN 38104
All officers and directors as a group (41 persons) 7,113,354 41%
(a) Members of Compensation Committee
(b) Members of Audit Committee
* Percentage of shares beneficially owned by such persons does not exceed one percent of the
class so owned.
(1) Shares and percentage ownership of Common Stock, both beneficial and disclaimed, based on
17,256,766 shares outstanding.
(2) Includes nonqualified options to acquire 148,918 shares and 29,130 shares held by trusts of
which he is Trustee, but not beneficiary. Mr. Mays disclaims ownership of 302,205 shares
of Common Stock owned by his wife, children and grandchildren.
(3) Mr. Feld disclaims ownership of 8,120 shares of Common Stock owned by his wife.
(4) Includes nonqualified options to acquire 4,375 shares.
(5) Nominee for Director
</TABLE>
<PAGE>
Each of the nominees has held the position listed above, or
a similar position with the same organization, for at least five
years.
The nominees for directors of the Company serve as directors
for the following corporations, some of which have a class of
securities registered pursuant to Section 12 or Section 15 of the
Securities Exchange Act of 1934; Mr. Feld is also a director of
21 International Holdings, Inc. and Aurora National Life
Insurance Co.; Mr. Strauss is a director of Sport Supply Group,
Inc.; Mr. Williams is a director of GAINSCO, Inc.
The Company's executive compensation program is administered
by the Compensation Committee of the Board which is composed of
three independent, non-employee directors and L. Lowry Mays, the
Chief Executive Officer ("CEO") of the Company, as indicated
above. The Compensation Committee (the "Committee"), which met
once in 1994, recommends to the Board compensation arrangements
for all officers and directors of the Company other than the CEO
and for other key personnel of its subsidiaries. Two of the
independent, non-employee directors serve as a separate
subcommittee of the Committee which determines the salary and
incentive bonuses to be paid to the CEO. Mr. Mays does not
participate in the subcommittee's evaluation and recommendation
of the CEO's compensation. The Committee annually evaluates the
Company's corporate performance, actual compensation and share
ownership compared with both the Company's own industry and a
broader group of companies such as the S&P 500. Please see the
attached Board Compensation Committee Report which details the
basis by which the Committee determines executive compensation.
The Audit committee of the Board, which met once in 1994,
reviews the independent auditors' examination. There is no
Nominating Committee of the Board of directors.
During 1994 the Board held 6 meetings. Each of the nominees
named above attended at least 75% of the aggregate of the total
number of meetings of the Board and the total number of meetings
held by committees of the Board on which that director served.
Compensation Committee Interlocks and Insider Participation
During fiscal 1994, the members of the Committee were
primarily responsible for determining executive compensation,
including decisions related to stock option grants to executive
officers. L. Lowry Mays, the Company's Chief Executive Officer,
is a member of the Compensation Committee and participated in
deliberations concerning executive officer compensation other
than his own.
<PAGE>
EXECUTIVE COMPENSATION
The Company believes that compensation of its executive
officers and others should be directly and materially linked to
operating performance. For Fiscal 1994, the executive
compensation program consisted of the base salary, a bonus plan
based on Company profitability and individual performance and
stock options that generally became exercisable over a five year
period. Mr. Mays, the Company's CEO, has an employment contract
with the Company expiring February 1, 1999, providing a base
salary of $600,000 per year and a bonus as may be determined by
the Compensation Committee and approved by the Board of
Directors. In 1994, Mr. Mays' bonus totaled $650,000. J. Daniel
Sullivan, President and Chief Operating Officer of Clear Channel
Television, Inc. and President and CEO of Clear Channel
Productions, Inc., has an employment contract with the Company
expiring January 1, 1999, providing a base salary of $275,000 per
year commencing on January 1, 1995, and providing for a bonus of
$125,000 in 1995, and $150,000 in each subsequent year of the
contract. In 1994, Mr. Sullivan's bonus totaled $100,000. The
compensation levels of the remaining three executives were based
primarily on the achievement of specific quantitative and
qualitative goals set at the beginning of the period.
<PAGE>
Summary Compensation Table
The following table sets forth the compensation earned or paid by the
Company to the CEO and each of its other four highest compensated executive
officers whose total cash compensation exceeded $100,000 for services
rendered in all capacities for the years ended December 31, 1994, December
31, 1993 and December 31, 1992. (See table on following page.)
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Other All
Annual Restricted Other
Compen- Stock Options/ LTIP Compen-
Salary Bonus sation Awards SARs Payout sation
Name/Title Year ($) ($) ($) ($) (#) ($) ($)(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L. Lowry Mays 1994 577,396 650,000 62,500 0 3,313
President 1993 351,153 500,000 0 0 62,500 0 2,282
and CEO 1992 348,020 400,000 0 0 29,296 0 0
Daniel Sullivan 1994 246,647 100,000 0 0 3,095 0 0
President Clear 1993 173,314 75,000 0 0 6,010 0 0
Channel TV 1992 185,051 50,000 0 0 0 0 0
Jim Smith 1994 137,645 31,000 0 0 0 0
Vice President 1993 136,644 2,500 0 0 0 0 0
1992 126,888 2,500 0 0 3,906 0 0
William Riordan 1994 157,845 45,000 0 0 1,250 0 0
Vice President 1993 128,615 27,500 0 0 0 0 0
1992 98,102 25,000 0 0 0 0 0
Jack Peck 1994 132,174 50,000 0 0 1,250 0 0
Vice President 1993 117,295 35,000 0 0 0 0 0
1992 81,052 11,000 0 0 0 0 0
(1) Represents the total of certain insurance premiums paid by the company.<PAGE>
Options Grants During the 1994 Fiscal Year
</TABLE>
The following table discloses, for the CEO and other named executives,
information on Common Stock options of the Company ("Options") granted
during the 1994 Fiscal Year. (See table on the following page.)
<TABLE>
<CAPTION>
<PAGE>
OPTIONS/SAR GRANTS TABLE
INDIVIDUAL GRANTS OPTION VALUE
% Total of Potential Realizable Value
Options/ at Assumed Annual Rates of
SARs Stock Price Appreciation
Options/ Granted to Exercise for Option Term
SARs Employees or Base Expira-
Granted in Fiscal Price tion 0% 5% 10%
Name/Title (#) Year ($/Sh) Date ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
L. Lowry Mays 62,500 67% 32.30 02-Feb-99 0 557,500 1,232,500
President and
CEO
Daniel Sullivan 3,095 3% 32.3 02-Feb-99 0 27,607 61,033
President Clear
Channel TV
Jim Smith 0 --- --- --- 0 0 0
Vice President
William Riordan 1,250 1% 32.3 02-Feb-99 0 11,150 24,650
Vice President
Jack Peck 1,250 1% 32.3 02-Feb-99 0 11,150 24,650
Vice President
</TABLE>
<PAGE>
Options Exercised During the 1994 Fiscal Year and Fiscal Year End Option
Values
The following table discloses, for the CEO and other named executives,
individual exercises of Options in the last fiscal year and the number and
value of Options held by such named executive at December 31, 1994. (See
table on following page.)<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Value of
Number of Unexercised
Unexercised In-the-Money
Option/ Options/
Shares SARs at SARs at
Acquired Share FY-End (#)(1) FY-End ($)
on Option Price Value
Exercise Price at Realized Non Non
Name/Title (#) per Share Exercise ($) Vested Vested Vested Vested
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L. Lowry Mays -- -- -- -- 148,918 5,379 4,323,883 172,989
President -- -- -- --
and CEO -- -- -- --
-- -- -- --
Daniel Sullivan -- -- -- -- -- 9,104 0 262,070
President Clear
Channel TV
Jim Smith -- -- -- -- 3,906 167,997
Vice President
William Riordan -- -- -- -- 1,250 23,063
Vice President
Jack Peck -- -- -- -- 1,250 23,063
Vice President
</TABLE>
<PAGE>
LONG TERM INCENTIVE PAYOUTS
The Company has no Long Term Incentive Payouts and has therefore omitted
this table from the Proxy Statement.
STOCK PERFORMANCE CHART
The following chart demonstrates a five year comparison of the cumulative
total returns, adjusted for stock splits and dividends, for the Company, the
S&P 500 Composite Index and the Paul Kagan Associates, Inc. Broadcasting
Average.
CLEAR CHANNEL COMMUNICATIONS STOCK PERFORMANCE CHART
Indexed Yearly Stock Price Close
(Prices Adjusted for Stock Splits and Dividends)
------------------------------------------------
S&P 500 Paul Kagan Clear Channel
Composite Broadcast Average Communications
1989 1.00 1.00 1.00
1990 0.93 0.78 1.10
1991 1.18 0.76 1.46
1992 1.23 0.92 2.63
1993 1.32 1.23 7.43
1994 1.30 1.36 10.25
<PAGE>
RETIREMENT PLAN
On March 1, 1987, the Company adopted the Clear Channel Communications,
Inc. 401K Savings Plan for the purpose of providing retirement benefits for
substantially all employees. Employees eligible for this plan may defer as
much as 10% of their compensation up to $9,240 for which the Company
contributes 35% of the first 5% of the employee's deferred compensation.
Company matched contributions vest to the employees based upon their number
of years of service to the Company.
SELECTION OF INDEPENDENT AUDITORS
Independent auditors are to be selected at the meeting and unless
indicated to the contrary on the proxy, the persons named in the
accompanying proxy will vote for Ernst & Young, Certified Public
Accountants, who have served as auditors of the Company for the most recent
fiscal year. Representatives of Ernst & Young are expected to be present at
the meeting to respond to appropriate questions and will have an opportunity
to make a statement if they so desire. The annual report to shareholders of
the Company, including financial statements for fiscal year ended December
31, 1994, has preceded or accompanies this proxy statement. The Annual
Report of Shareholders is not to be deemed part of this proxy statement.
PERFORMANCE-BASED COMPENSATION PLAN
General. On July 26, 1994, the Performance-Based Compensation
Committee, a subcommittee of the Compensation Committee of the Board of
Directors, adopted a Performance-Based Compensation Plan. Two grants were
made under the Performance-Based Compensation Plan, which grants may not be
paid until the plan is approved by the Shareholders. The Performance-Based
Compensation Plan is intended to promote the best interests of the Company
and its shareholders by encouraging the attainment of positive income growth
for the Company and by encouraging the Chief Executive Officer of the
Company to exert his best efforts on behalf of the Company for the
betterment of the Company.
Administration of the Performance-Based Compensation Plan. The
Performance-Based Compensation Plan is administered by a Performance-Based
Compensation Committee, which is a subcommittee of the Compensation
Committee of the Board of Directors. The Performance-Based Compensation
Committee consists solely of "Outside Directors". An "Outside Director"
means a director who: (i) is not a current employee of the Company; (ii) is
not a former employee of the Company who receives compensation for prior
services (other than benefits under a tax-qualified retirement plan) during
the taxable year; (iii) has never been an officer of the Company; and (iv)
does not receive remuneration, either directly or indirectly, in any
capacity other than as a director. Currently there are two "Outside
Directors" serving on the Performance-Based Compensation Committee.
The amount of compensation payable under the Performance-Based
Compensation Plan cannot be increased at the discretion of the
Performance-Based Compensation Committee; however, the Performance-Based
Compensation Committee may at its discretion, reduce or eliminate the
Performance-Based Compensation payment, if such reduction is in the best
interests of the Company.
Officers Eligible to Receive a Performance-Based Compensation Plan
Grant. Only the Chief Executive Officer of the Company shall be eligible to
receive a grant under the Performance-Based Compensation Plan.
Grants under the Performance-Based Compensation Plan. The Performance-
Based Compensation Committee may make grants of Performance-Based
Compensation to the Chief Executive Officer each fiscal year such that, if
performance goals are achieved, the Chief Executive Officer will receive
compensation equal to a maximum of twenty percent (20%) of the increase in
After Tax Cash Flow of the Company for the upcoming fiscal year.
The plan also includes a special provision such that the Performance-
Based Compensation Committee could make a special period grant for the
period beginning on August 1, 1994 and ending December 31, 1994.
On July 26, 1994, the Performance-Based Compensation Committee made two
grants under the Performance-Based Compensation Plan. The first grant was a
special period grant that covered the period from August 1, 1994 to December
1, 1994 and the second grant covered the period from January 1, 1995 to
December 31, 1995. Under both grants the maximum amount payable to L. Lowry
Mays, Chief Executive Officer, is twenty percent (20%) of the Company's
increase in After Tax Cash Flow as determined by comparing After Tax Cash
Flow between the following two periods:
Goal Period Comparison Period
Grant No. 1: 8/1/94 to 12/31/94 8/1/93 to 12/31/93
Grant No. 2: 1/1/95 to 12/31/95 1/1/94 to 12/31/94
Certification that Performance Goals Have Been Achieved. Prior to the
payment of Performance-Based Compensation, the Performance-Based
Compensation Committee shall certify in writing that the material terms of
the Performance Goal were achieved by the Chief Executive Officer of the
Company.
Limitations on Payment of the Performance-Based Compensation Plan
Grants. The payment of the Performance-Based Compensation under a grant
shall not occur until the later of: (1) one month after the Performance Goal
is achieved, or (2) the date of approval of the Plan by the Shareholders of
the Company. The payment of the compensation may not be accelerated to an
earlier date.
Discontinuance of the Performance-Based Compensation Plan. The
Performance-Based Compensation Committee may, insofar as permitted by law,
from time to time, suspend or terminate the Plan or amend the Plan in any
respect; provided, however, that without the approval of the Shareholders,
no such amendment shall change the eligible officer, change the Performance
Goal, or increase benefits accruing to the Chief Executive Officer under the
Plan.
Federal Income Tax Considerations of the Performance-Based Compensation
Plan. The Performance-Based Compensation Plan meets the requirements of
Internal Revenue Code Section 162(m)(4)(C) and meets the requirements of
Proposed Treasury Regulation Section 1.162-27, as amended, such that the
Performance-Based Compensation Plan ensures that any compensation paid to
the Chief Executive Officer under the Performance-Based Compensation Plan
will be allowed as a deduction on the Company's Federal Income Tax Return.
Section 162(m) of the Code disallows the Company an expense deduction on its
Federal Income Tax Return for any payment of compensation to an officer
above $1,000,000 unless that compensation is qualified performance-based
compensation.
Shareholder Approval. Shareholder approval of the Performance-Based
Compensation Plan is being sought from the shareholders. Approval of the
Performance-Based Compensation Plan requires the affirmative votes of the
holders of a majority of the outstanding shares present, or represented, and
entitled to vote at the meeting. The Board of Directors recommends that the
shareholders vote "FOR" the approval of the Performance-Based Compensation
Plan.
PROPOSAL TO AMEND
ARTICLES OF INCORPORATION
The current authorized capital stock of the Company consists of
2,000,000 shares of preferred stock, $1.00 par value ("Preferred Stock"),
and 20,000,000 shares of Common Stock, $.10 par value, of which no shares of
Preferred Stock and 17,256,766 shares of Common Stock were issued and
outstanding at March 1, 1995. The Board of Directors, on February 8, 1995,
adopted a proposed amendment to Article IV of the Company's Articles of
Incorporation increasing the authorized number of shares of Common Stock
from 20,000,000 to 100,000,000, for submission to the shareholders at the
Annual Meeting.
Holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of shareholders of the Company and to ratably
receive dividends, if any, as may be declared from time to time by the Board
of Directors from funds legally available therefor, subject to the payment
of any outstanding preferential dividends declared with respect to any
Preferred Stock that from time to time may be outstanding. Upon
liquidation, dissolution or winding up of the Company, holders of Common
Stock are entitled to share ratably in any assets available for distribution
to shareholders after payment of all obligations of the Company, subject to
the rights to receive preferential distributions of the holders of any
Preferred Stock then outstanding.
If the proposed amendment is approved, all or any part of the
authorized but unissued shares of Common Stock may thereafter be issued
without further approval from the shareholders, except as may be required by
law or the policies of any stock exchange on which the shares of stock of
the Company may be listed, for such purposes and on such terms as the Board
of Directors may determine. Holders of the capital stock of the Company do
not have any preemptive rights to subscribe for the purchase of any shares
of Common Stock, which means that current shareholders do not have a prior
right to purchase any new issue of Common Stock in order to maintain their
proportionate ownership.
The proposed amendment will not affect the rights of existing holders
of Common Stock except to the extent that future issuances of Common Stock
will reduce each existing shareholders' proportionate ownership.
If the proposed amendment is adopted, Section 1 of Article IV of the
Articles of Incorporation would be amended to read as follows:
Authorized Shares. The aggregate number of shares which
the Corporation shall have the authority to issue is
102,000,000 shares, 100,000,000 of which shall be Common
Stock ("Common Stock"), par value of $.10 each, and
2,000,000 of which shall be Preferred Stock ("Preferred
Stock"), par value of $1.00 each.
The proposed amendment to Article IV will not change any other aspect
of Article IV.
The Board of Directors has determined that it would be appropriate for
the Company to increase the number of its authorized shares of Common Stock
in order to have additional shares available for possible future acquisition
or financing transactions and other issuances, or to satisfy requirements
for additional reservations of shares by reason of future transactions which
might require increased reservations. The Company has no present plans,
agreements, understandings or arrangements regarding transactions expected
to require issuance of any additional shares of Common Stock.
The Board of Directors unanimously recommends that the shareholders
adopt the proposed amendment. The affirmative vote of holders of at least
two-thirds of the outstanding Common Stock present at the meeting in person
or by proxy is required in order to adopt the proposed amendment. Unless
indicated to the contrary, the enclosed proxy will be voted FOR the proposed
amendment.
<PAGE>
CERTAIN RELATIONSHIPS
Clear Channel Television, Inc. ("CCTV") and Daniel Sullivan,
President of CCTV, entered into a stock option agreement (the "Sullivan
Stock Option Agreement") providing for the grant to Mr. Sullivan, effective
as of January 1, 1989, of options to purchase an aggregate of 100,000 shares
of common stock, $1.00 par value ("CCTV Common Stock") of CCTV. The
exercise price of the nonqualified stock options granted to Mr. Sullivan
under the Sullivan Stock Option Agreement was One Dollar ($1.00) per share.
Such options provided that they would become exercisable on January 1, 1999
(or earlier in the event Mr. Sullivan died or his employment with CCTV was
terminated other than for cause). In January of 1994, CCTV agreed to allow
Mr. Sullivan to exercise the option immediately, and Mr. Sullivan purchased
all 100,000 shares of CCTV Common Stock subject to the options for the
exercise price of One Dollar ($1.00) per share. In July, 1994, the Company
purchased 100,000 shares of CCTV Common Stock held by Mr. Sullivan for a
purchase price of $8,000,000 in cash and shares of Common Stock in the
Company. The purchase price paid by the Company was based on an appraisal
of Mr. Sullivan's CCTV Common Stock by an independent appraiser. Of the
purchase price, $4,000,000 was paid to Mr. Sullivan in cash and the balance
was paid by the transfer to Mr. Sullivan of 119,048 shares of Common Stock
of the Company previously held as treasury shares by the Company. The
number of the Company's shares of Common Stock issued to Mr. Sullivan was
determined by dividing $4,000,000 by the $33.60 per share closing price
(adjusted for the February 1994 stock split)for the Company's shares on the
American Stock Exchange January 6, 1994, the date the Company received
notice from Mr. Sullivan of the exercise of his options.
Clear Channel Television of Little Rock, Inc. ("CCTV-LR") was formerly
owned 51% by L. Lowry Mays, a director and officer of the Company, and 49%
by the Company's wholly-owned subsidiary, Clear Channel Television, Inc.
Clear Channel Television, Inc. had an option to purchase the 510 shares of
Mr. Mays' stock of CCTV-LR for $1.00 per share, which it exercised in
February, 1994. On October 1, 1994, CCTV-LR was merged with and into Clear
Channel Television, Inc.
The Company paid fees in 1994 to the law firm of Akin, Gump, Strauss,
Haurer & Feld, L.L.P. Alan Feld, as director of the Company, is the sole
shareholder of a professional corporation which is a partner of such firm.
The Company purchased in 1994 various forms of insurance from Primera
Insurance Company ("Primera"). B. J. McCombs, a director of the Company,
owns 75% of Primera. The Company believes such insurance is purchased at
competitive rates.
As part of its operations, the Company leases certain office space in
San Antonio, Texas from the trusts of the children of L. Lowry Mays and B.
J. McCombs. This lease expires on December 31, 1997 with current monthly
rentals of $16,486.
CCTV adopted its 1991 nonqualified stock option plan (the "CCTV
Nonqualified Stock Option Plan") providing for the grant to eligible CCTV
employees of options to purchase up to 50,000 shares of CCTV Common Stock.
The CCTV Nonqualified Stock Option Plan is currently administered by the
Stock Option Committee of the Board of Directors of CCTV. Under the terms
of the CCTV Non qualified Stock Option Plan, the CCTV Stock Option Committee
is authorized to determine the date upon which options granted thereunder
become exercisable, exercise price of such options and other terms and
conditions thereof. At December 31, 1994, options to purchase 9,500 shares
of CCTV Common Stock had been granted under the CCTV Nonqualified Stock
Option Plan. The exercise price of such options is $1.00 per share.
Pursuant to the CCTV Nonqualified Stock Option Plan, each participant
therein will be required to enter into a Buy-Sell Agreement with CCTV with
respect to the shares of CCTV Common Stock acquired by such participant upon
the exercise of any options granted thereunder.
SHAREHOLDER PROPOSALS
A proper proposal submitted by a Company shareholder for consideration
at the Company's 1996 Annual Meeting of Shareholders and received at the
Company's executive offices no later than November 30, 1995 will be included
in the Company's Proxy Statement and form of Proxy relating to such Annual
Meeting. If the proposed amendment is adopted, any such proposals will be
included in the information statements distributed to shareholders.
GENERAL
Neither management nor the Board of Directors knows of any matter to be
acted upon at the meeting other than the matters described above. If any
other matter properly comes before the meeting, however, the proxy holders
will vote thereon in accordance with their best judgement.
The Cost of soliciting proxies will be borne by the Company. Following
the original mailing of the proxy soliciting material, regular employees of
the Company may solicit proxies by mail, telephone, telegraph and personal
interview. Proxy cards and materials will also be distributed to beneficial
owners of stock, through brokers, custodians, nominees and other like
parties, and the Company expects to reimburse such parties for their charges
and expenses connected therewith.
A copy of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission will be available when filed without
charge to shareholders upon written request to Clear Channel Communications,
P.O. Box 659512, San Antonio, Texas 78265-9512.
Kenneth E. Wyker
Secretary
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
The Compensation Committee consists of three outside Board members and
the Chief Executive Officer.
The financial success of the Company is linked to the ability of its
executive officers and managers to direct the Company's current operations
and to assess the advantages of potential acquisitions and realign the
operations of the acquired entities with the operating policies of the
Company. A major objective of the Company's compensation strategy is to
attract and retain top quality executives and operating managers. Another
objective of the Company's compensation strategy is to reward managers based
on the financial performance of operations under their control. Financial
incentives are used to motivate those responsible to achieve the Company's
financial goals and to align the interests of the Company's managers with
the interests of the Company's shareholders.
In order to achieve the foregoing objectives, the Company's
compensation includes both a base salary component and incentive
compensation. Incentive compensation includes both annual bonuses and stock
options.
Base salaries are set with respect to comparable salaries paid by the
radio and television broadcast industry in those markets in which the
Company operates. The Chief Executive Officer reports to the Compensation
Committee as to the compensation levels and performance goals which he sets
for the Company's operating managers. An intensive budgeting and
goal-setting process is accomplished in late fall for each ensuing year.
The Chief Executive Officer utilizes a multi-point rating system to evaluate
the performance of the Company's managers and through this process reports
to the Compensation Committee his recommendations for annual bonuses
including the granting of incentive stock options.
In evaluating incentive compensation to be awarded to the Company's
executive officers, the Compensation Committee reviews the financial
performance of the Company both for the prior fiscal year and trends in
financial performance over a more extended period of time.
In 1994, after tax cash flow grew from $27 million to $47 million, a
74% increase. Market value of the Company's shares at year-end 1994 was
$880 million, a 54% increase over year-end 1993, while shares outstanding
increased by 11.5%. Mainly through acquisitions, total assets grew by 81%
to $412 million in 1994. Equity at year-end to support that asset base grew
to $131 million, a 33% increase. Many factors were responsible for this
exceptional performance but paramount was the financial and management
skills employed by the Chief Executive Officer and the management group he
put in place.
<PAGE>
Two members of the Compensation Committee, John H. Williams and Alan D.
Feld, serve as a separate Subcommittee which determines the salary and
incentive bonus to be paid to the Chief Executive Officer. In 1994, the
Chief Executive Officer's annual salary was increased to $600,000. He was
paid a cash bonus of $650,000 in February of 1994. While paid in 1994, this
(as with cash bonuses paid in previous years) was intended to reward
performance for 1993. Non-qualified and Incentive Stock Options to purchase
62,500 shares were granted to the Chief Executive Officer in 1994.
In order to comply with the tax deduction requirements imposed by
Internal Revenue Code Section 162(m), presented elsewhere in this proxy is a
Performance-Based Compensation Plan for shareholder approval at the annual
meeting scheduled for April 20, 1995. Pending shareholder approval of the
Plan, performance-based compensation for the Chief Executive Officer for
1994 performance has not been determined.
COMPENSATION COMMITTEE
John Williams
Alan D. Feld
B. J. McCombs
L. Lowry Mays
<PAGE>
CLEAR CHANNEL COMMUNICATIONS, INC.
Proxy Solicited on Behalf of the Board of Directors for the Annual Meeting
of Shareholders to be held April 20, 1995
The undersigned hereby appoints L. Lowry Mays and Alan D. Feld and each
of them, proxies of the undersigned with full power of substitution for and
in the name, place and stead of the undersigned to appear and act for and to
vote all shares of CLEAR CHANNEL COMMUNICATIONS, INC. standing in the name
of the undersigned or with respect to which the undersigned is entitled to
vote and act at the Annual Meeting of Shareholders of said Company to be
held in San Antonio, Texas on April 20, 1995 at 11:00 A.M., C.S.T., or at
any adjournments or postponements thereof, with all powers the undersigned
would possess if then personally present, as indicated on the reverse side.
This undersigned acknowledges receipt of notice of said meeting and
accompanying Proxy Statement and of the 1994 Annual Report and ratifies and
confirms all acts that any of the said proxy holders or their substitutes
any lawfully do or cause to be done by virtue hereof.
(Continued and to be dated and signed on the reverse side.)
<PAGE>
1. Election of Directors FOR all five nominees listed below [ ]
WITHHOLD AUTHORITY to vote
for all five nominees below [ ] EXCEPTIONS* [ ]
NOTE: To withhold authority to vote for any individual nominee(s) mark the
"EXCEPTIONS" box and strike a line through the name(s) of such nominee(s)
listed below:
L. Lowry Mays Alan D. Feld B.J. McCombs Theodore H. Strauss
John H. Williams
2. Selection of Ernst & Young as independent auditors for the year ended
December 31, 1995.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Proposal to adopt the 1994 Performance Based Executive Compensation
Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4.Proposal to amend the Articles of Incorporation to increase the number of
authorized shares of Common Stock of the Company from 20 million to 100
million shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment(s)
thereof.
Change of Address
and/or Comments [ ]
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0181
Please sign your name exactly as it appears
hereon. Joint owners should sign personally.
Attorney, Executor, Administrator, Trustee or
Guardian should indicate full title.
Dated: , 1994
----------------------------------
Stockholder's Signature
----------------------------------
Stockholder's Signature if stock held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Votes MUST be indicated (X) in Black or Blue
ink. [X]
