SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 5, 1996
Clear Channel Communications, Inc.
(Exact name of registrant as
specified in its charter)
Texas
(State of Incorporation)
1-9645 74-1787539
(Commission File Number) (I.R.S. Employer Identification No.)
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
(210) 822-2828
(Address and telephone number of principal executive offices)<PAGE>
Clear Channel
Communications, Inc.
Form 8-K
Item 2.(a)
On August 5, 1996, Clear Channel Radio, Inc., a wholly owned
subsidiary of Clear Channel Communications, Inc. (the "Company")
acquired a total of 5,141,022 shares of Common Stock of Heftel
Broadcasting Corporation (Heftel) via a tender offer (269,309
shares) and via a stock purchase agreement with certain selling
shareholders of Heftel (4,871,713 shares) for $23.00 per share,
net to seller in cash.
As a result of the foregoing acquisition, the Company now
beneficially owns a total of 7,297,821 shares of Heftel Class A
Common Stock, representing approximately 63.2% of the outstanding
Heftel Class A Common Stock outstanding. There are no longer any
shares of Heftel Class B Common Stock outstanding.
Sources of funds utilized in completing this acquisition
were provided by the Company's revolving long-term line of credit
facility by and between NationsBank of Texas, N.A., as agent, and
the Company.
Item 2.(b)
The assets represented by the stock purchased by
registrant's subsidiary were utilized by Heftel for the purposes
of radio broadcasting. Registrant intends to continue such use.<PAGE>
Clear Channel
Communications, Inc.
Form 8-K
Item 7.(a)-1 Historical Financial Statements
It is impracticable to provide the financial statements required
under Item 7.(a) as of the required filing date of Form 8-K.
Such required financial statements will be filed under cover of
Form 8-K/A as soon as available and in no event later than
Item 7.(b) Pro Forma Financial Statements
It is impracticable to provide the pro forma financial
information required under Item 7.(b) as of the required filing
date of Form 8-K. Such required pro forma financial information
will be filed under cover of Form 8-K/A as soon as avaliable and
in no event later than October 19, 1996.
Item 7.(c)
See index to exhibits following "Signatures."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Clear Channel Communications, Inc.
Date August 20, 1996 By /s/ L. Lowry Mays
L. Lowry Mays, President
Date August 20, 1996 By /s/ Herbert W. Hill, Jr.
Herbert W. Hill, Jr.
Vice President/Controller
and Principal Financial
Officer
<PAGE>
Clear Channel Communications, Inc.
Form 8-K
Item 7.(c) Index to Exhibits
Index to Exhibits
(a) 3.1 -- Articles of Incorporation, as amended, of
Registrant
(m) 3.11 -- Articles of Amendment to the Articles of
Incorporation of Clear Channel Communications,
Inc.
(a) 3.2 -- Amended and Restated Bylaws of Registrant
(a) 4 -- Buy-Sell Agreement among Clear Channel
Communications, Inc., L. Lowry Mays, B. J.
McCombs, John M. Schaefer and John W. Barger dated
May 31, 1977.
(a)10.1 -- Incentive Stock Option Plan of Clear Channel
Communications, Inc. as of January 1, 1984.
(b)10.2 -- Television Asset Purchase Agreement dated January
27, 1992, by and between Chase Broadcasting of
Memphis, Inc. and Clear Channel Television, Inc.
(b)10.3 -- Radio Asset Purchase Agreement dated January 31,
1992, by and between Noble Broadcasting of
Connecticut, Inc. and Clear Channel Radio, Inc.
(b)10.4 -- Radio Asset Purchase Agreement dated April 19,
1992, by and between Edens Broadcasting, Inc. and
Clear Channel Radio, Inc.
(k)10.33 -- Radio Asset Purchase Agreement dated January 31,
1993, by and between KHFI Venture, LTD. and Clear
Channel Radio, Inc.
(l)10.34 -- Radio Asset Purchase Agreement dated December 28,
1992, by and between Westinghouse Broadcasting
Company, Inc. and Clear Channel Radio, Inc.
(c)10.5 -- Radio Asset Purchase Agreement dated December 23,
1992, by and between-Inter-Urban Broadcasting of
New Orleans Partnership and Snowden Broadcasting,
Inc.
(d)10.6 -- Television Asset Purchase Agreement dated August
19, 1993, by and between Television Marketing
Group of Memphis, Inc. and Clear Channel
Television, Inc.
(e)10.7 -- Radio Asset Purchase Agreement April 1, 1993, by
and between Capital Broadcasting of Virginia, Inc.
and Clear Channel Radio, Inc.
(f)10.8 -- Television Asset Purchase Agreement dated August
31, 1993, by and between Nationwide
Communications, Inc. and Clear Channel Television,
Inc.
(g)10.9 -- Radio Asset Merger Agreement dated March 22, 1994,
by and between Metroplex Communications, Inc. and
Clear Channel Radio, Inc.
(h)10.10 -- Radio Partnership Interest Purchase Agreement
dated April 5, 1994, by and between Cook Inlet
Communications, Inc. and WCC Associates and Clear
Channel Radio, Inc.
(i)10.11 -- Television Asset Purchase Agreement September
12,1994, by and between Heritage Broadcasting
Company of New York, Inc. and Clear Channel
Television, Inc. and Clear Channel Television
Licenses, Inc.
(j)10.12 -- Radio Asset Purchase Agreement dated November
17,1994, by and between Noble Broadcast of
Houston, Inc. and Clear Channel Radio, Inc.
(k)10.13 -- Australian Radio Network Shareholders Agreement
dated February, 1995, by and between APN
Broadcasting Investments Pty Ltd, Australian
Provincial Newspapers Holdings Limited, APN
Broadcasting Pty Ltd and Clear Channel Radio, Inc.
and Clear Channel Communications, Inc.
(l)10.14 -- $600,000,000 Amended and Restated Credit Agreement
Among Clear Channel Communications, Inc., Certain
Lenders, and NationsBank of Texas, N.A., as
Administrative Lender, dated October 19, 1995.
(m)10.15 -- Clear Channel Communications, Inc. 1994 Incentive
Stock Option Plan.
(m)10.16 -- Clear Channel Communications, Inc. 1994
Nonqualified Stock Option Plan.
(m)10.17 -- Clear Channel Communications, Inc. Directors'
Nonqualified Stock Option Plan.
(m)10.18 -- Option Agreement for Officer
(n)10.19 -- Employment Agreement between Clear Channel
Communications, Inc. and L. Lowry Mays
(o) 10.20 -- Stock Purchase Agreement dated as of March 4, 1996
by and among US Radio Stations, L.P., Blackstone
USR Capital Partners L.P., Blackstone USR Offshore
Capital Partners L.P., Blackstone Family
Investment
Partnership II L.P., BCP Radio L.P., BCP Offshore
Radio L.P., US Radio Inc., Clear Channel
Communications of Memphis, Inc. and Clear Channel
Communications, Inc.
(p) 10-21 -- Asset Purchase Agreement, dated as of May 9, 1996,
by and among REP New England G.P., REP Southeast
G.P., REP Ft. Myers G.P., REP Rhode Island G.P.,
REP Florida G.P., REP WHYN G.P., REP WWBB G.P.,
S.E. Licensee G.P., REP WCKT G.P. and RI
Licensee G.P., Radio Station Management, Inc.,
Clear Channel Radio, Inc., and Clear Channel Radio
Licenses, Inc.
(q) 10.22 -- Tender Offer between Clear Channel Radio, Inc. and
Heftel Broadcasting Corporation dated June 1, 1996
(q) 10.23 -- Stock Purchase Agreement between Clear Channel
Radio, Inc. and Certain Shareholders of Heftel
Broadcasting Corporation dated June 1, 1996
(r) 10.24 -- Agreement and Plan of Merger Between Clear Channel
Communications, Inc. ("PARENT") and Tichenor Media
System, Inc. ("TICHENOR") dated July 9, 1996
(s) 10.25 -- Amended and Restated Credit Agreement dated as of
August 1, 1996 among Parent, the Lenders from time
to time party thereto and NationsBank of Texas,
N.A.
(a) -- Incorporated by reference to the exhibits of the
Company's Registration Statement on Form S-1(Reg.
No. 289161) dated April 19, 1984.
(b) -- Incorporated by reference to the Registrant's Form
8-K dated July 14, 1992.
(c) -- Incorporated by reference to the Registrant's Form
10-Q dated May 12, 1993.
(d) -- Incorporated by reference to the Registrant's Form
8-K dated September 2, 1993.
(e) -- Incorporated by reference to the Registrant's Form
10-Q dated November 1, 1993.
(f) -- Incorporated by reference to the Registrant's Form
8-K dated October 27, 1993.
(g) -- Incorporated by reference to the Registrant's Form
8-K dated October 26, 1994.
(h) -- Incorporated by reference to the Registrant's Form
10-Q dated November 14 1994.
(i) -- Incorporated by reference to the Registrant's Form
8-K dated December 14, 1994.
(j) -- Incorporated by reference to the Registrant's Form
8-K dated January 13, 1995.
(k) -- Incorporated by reference to the Registrant's Form
8-K dated May 26, 1995.
(l) -- Incorporated by reference to the Registrant's Form
10-Q dated November 14, 1995.
(m) -- Incorporated by reference to the Registrant's Form
S-8 dated November 20, 1995.
(n) -- Incorporated by reference to the Registrant's Form
10-K dated March 29, 1996.
(o) -- Incorporated by reference to the Registrant's Form
8-K dated May 24, 1996.
(p) -- Incorporated by reference to the Registrant's Form
8-K dated June 5, 1996.
(q) -- Incorporated by reference to the Registrant's
Amendment 2 to Form S-3 dated June 14, 1996.
(r) -- Incorporated by reference to Heftel Broadcasting
Corporation's Amendment 2 to Form SC 14D1/A dated
July 9, 1996.
(s) -- Incorporated by reference to Heftel Broadcasting
Corporation's Amendment 4 to Form SC 14D1/A dated
August 5, 1996.
Exhibit 21
Subsidiaries of Registrant, Clear Channel Communications, Inc.
Name State of
Incorporation
Clear Channel Communications of Memphis, Inc. Texas
Clear Channel Television, Inc. Nevada
Clear Channel Radio, Inc. Nevada
Clear Channel Management, Inc. Delaware
Clear Channel Radio Licenses, Inc. Nevada
Clear Channel Television Licenses, Inc. Nevada
Clear Channel Productions, Inc. Nevada
Clear Channel Metroplex, Inc. Nevada
Clear Channel Metroplex Licenses, Inc. Nevada
Clear Channel Holdings, Inc. Nevada
CCR Houston-Nevada, Inc. Nevada
Clear Channel Real Estate Nevada
