<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CLEAR CHANNEL COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-1787539
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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200 CONCORD PLAZA, SUITE 600
SAN ANTONIO, TEXAS 78216
(210) 822-2828
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
L. LOWRY MAYS
CLEAR CHANNEL COMMUNICATIONS, INC.
200 CONCORD PLAZA, SUITE 600
SAN ANTONIO, TEXAS 78216
(210) 822-2828
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
COPIES TO:
<TABLE>
<S> <C>
STEPHEN C. MOUNT, ESQ. STEPHEN A. RIDDICK, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. PIPER & MARBURY L.L.P.
1500 NATIONSBANK PLAZA, 300 CONVENT STREET CHARLES CENTER SOUTH, 36 SOUTH CHARLES ST.
SAN ANTONIO, TEXAS 78205 BALTIMORE, MARYLAND 21202
(210) 270-0800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] 333-25497
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of each Class of Amount to be Price per Offering Registration
Securities to be Registered Registered Share Price(1) Fee(1)
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<S> <C> <C> <C> <C>
Common Stock. . . . . . . . . . 1,000,000 $48.125 $48,125,000 $14,583
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act, based on the high and
low sales prices of the Class A Common Stock quoted on the New York
Stock Exchange, Inc. on May 8, 1997.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Clear Channel
Communications, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") (File No. 333-25497) pursuant to the Securities
Act of 1933, as amended, is incorporated by reference into this Registration
Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 10. Exhibits.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-25497 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
5 --Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 --Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5)
23.2 --Consent of Ernst & Young LLP.
23.3 --Consent of Ernst & Young LLP.
23.4 --Consent of Ernst & Young LLP.
23.5 --Consent of KPMG.
23.6 --Consent of KPMG Peat Marwick LLP.
23.7 --Consent of Arthur Andersen LLP.
23.8 --Consent of KPMG Peat Marwick LLP.
99.1 --Certificate of Registrant as to payment of additional registration fee.
II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas on May 14, 1997.
CLEAR CHANNEL COMMUNICATIONS, INC.
BY /s/ L. LOWRY MAYS
-------------------------------------------
L. LOWRY MAYS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ L. LOWRY MAYS Chairman, Chief Executive Officer May 14, 1997
----------------------------------------- and Director
L. LOWRY MAYS
/s/ RANDALL T. MAYS Senior Vice President/ Chief May 14, 1997
----------------------------------------- Financial Officer (Principal
RANDALL T. MAYS Financial Officer)
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief May 14, 1997
----------------------------------------- Accounting Officer (Principal
HERBERT W. HILL, JR. Accounting Officer)
/s/ ALAN D. FELD* Director May 14, 1997
-----------------------------------------
ALAN D. FELD
/s/ B.J. McCOMBS* Director May 14, 1997
-----------------------------------------
B.J. McCOMBS
/s/ THEODORE H. STRAUSS* Director May 14, 1997
-----------------------------------------
THEODORE H. STRAUSS
/s/ JOHN H. WILLIAMS* Director May 14, 1997
-----------------------------------------
JOHN H. WILLIAMS
/s/ KARL ELLER Director May 14, 1997
-----------------------------------------
KARL ELLER
*By: L. Lowry Mays,
Attorney-in-fact
Pursuant to a Power of Attorney previously filed.
</TABLE>
II-2
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5 --Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 --Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5)
23.2 --Consent of Ernst & Young LLP.
23.3 --Consent of Ernst & Young LLP.
23.4 --Consent of Ernst & Young LLP.
23.5 --Consent of KPMG.
23.6 --Consent of KPMG Peat Marwick LLP.
23.7 --Consent of Arthur Andersen LLP.
23.8 --Consent of KPMG Peat Marwick LLP.
99.1 --Certificate of Registrant as to payment of additional registration fee.
</TABLE>
<PAGE> 1
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1500 NATIONSBANK PLAZA
300 CONVENT STREET
SAN ANTONIO, TEXAS 78205
(210) 270-0800
May 13, 1997
Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Ladies and Gentlemen:
We have acted as counsel to Clear Channel Communications, Inc., a Texas
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of 1,000,000 shares of the Company's Common Stock, $.10 par
value (the "Common Stock"), by the Company.
We have also acted as counsel to the Company in connection with the
preparation of a Registration Statement on Form S-3 (File No. 333-25497) (as
amended, the "Original Registration Statement"), relating to the offer and sale
of up to 11,000,000 shares of the Common Stock.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions expressed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based upon such examination and representations, we advise you that, in
our opinion:
A. The shares of Common Stock which are to be sold and delivered
by the Company as contemplated by the Underwriting Agreement (the "Underwriting
Agreement"), the form of which is filed as Exhibit 1 to the Original
Registration Statement, have been duly and validly authorized by the Company
and, when issued and delivered in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid, and non-assessable.
B. The shares of Common Stock which are to be sold and delivered
by the Selling Shareholders as contemplated by the Underwriting Agreement have
been duly and validly authorized and issued by the Company and, when delivered
in accordance with the terms of the Underwriting Agreement, will be fully paid,
and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference of this firm under the caption
"Legal Opinions" in the Prospectus included as part of the Original Registration
Statement and incorporated by reference in the Registration Statement.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the references to our firm under the captions "Selected
Financial Information" and "Experts" in the Registration Statement (Form S-3)
and related Prospectus of Clear Channel Communications, Inc. for the
registration of shares of its common stock and to the incorporation by reference
therein of our reports dated February 17, 1997, (except for Note K, as to which
the date is February 25, 1997), with respect to the consolidated financial
statements of Clear Channel Communications, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1996 and the
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
May 13, 1997
San Antonio, Texas
<PAGE> 1
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 4, 1996, with respect to the consolidated
financial statements of US Radio, Inc. incorporated by reference in the
Registration Statement (Form S-3) and related Prospectus of Clear Channel
Communications, Inc. for the registration of shares of its Common Stock.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
May 13, 1997
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EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 10, 1995, with respect to the combined
financial statements of Ragan Henry Communications Group, L.P., US Radio, L.P.
and US Radio Stations, L.P. incorporated by reference in the Registration
Statement (Form S-3) and related Prospectus of Clear Channel Communications,
Inc. for the registration of shares of its common stock.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
May 13, 1997
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EXHIBIT 23.5
CONSENT OF KPMG
Board of Directors
Clear Channel Communications, Inc.
We consent to the incorporation by reference in the registration statement
on Form S-3 of Clear Channel Communications, Inc. of our report dated 4 March
1997, with respect to the consolidated balance sheets of Australian Radio
Network Pty Limited and its controlled entities as at 31 December 1996 and 1995
and the related consolidated profit and loss accounts and statements of cash
flows for the years then ended (not separately incorporated by reference in such
registration statement), which report appears in the December 31, 1996 annual
report on form 10-K of Clear Channel Communications, Inc.
Additionally, we consent to the references to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG
Sydney, Australia
May 13, 1997
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EXHIBIT 23.6
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
PMG Holdings, Inc.
We consent to the incorporation by reference in the Registration Statement
on Form S-3 of Clear Channel Communications, Inc. of our report dated April 27,
1995 with respect to the consolidated balance sheet of PMG Holdings, Inc. and
subsidiaries as of December 31, 1994 and the related consolidated statements of
operations, changes in stockholders' deficit and cash flows for the year then
ended, which report appears in the Form 8-K of Clear Channel Communications,
Inc. dated April 17, 1997.
We also consent to the reference to our firm under the heading "Experts" in
the Registration Statement.
/s/ KPMG PEAT MARWICK LLP
Stamford, Connecticut
May 13, 1997
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EXHIBIT 23.7
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-3 of our reports dated
March 14, 1997 and March 9, 1995 included in Clear Channel Communications, Inc.
Current Report on Form 8-K, filed April 17, 1997, and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Phoenix, Arizona,
May 13, 1997
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EXHIBIT 23.8
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Clear Channel Communications, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
New York, New York
May 13, 1997
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EXHIBIT 99.1
CLEAR CHANNEL COMMUNICATIONS, INC.
200 CONCORD PLAZA, SUITE 600
SAN ANTONIO, TEXAS 78216
Certificate of Clear Channel Communications, Inc.
In connection with the registration statement (the "Rule 462(b)
Registration Statement") filed today by Clear Channel Communications, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act"), the Company hereby certifies pursuant to Rule 111(b) under the Act
that:
(i) the Company has instructed Frost National Bank, San Antonio,
Texas, to transmit from its account at such bank to the Commission's account
at Mellon Bank $14,583 as the filing fee for the Rule 462(b) Registration
Statement no later than May 14, 1997;
(ii) the Company will not revoke the instructions set forth in
paragraph (i); and
(iii) the Company has sufficient funds in its account at Frost National
Bank, San Antonio, Texas, to cover the filing fee for the Rule 462(b)
Registration Statement.
The Company hereby undertakes to confirm during business hours on
May 14, 1997 that the bank has received the instructions described in
paragraph (i).
/s/ HERBERT W. HILL, JR.
- -------------------------------------------------- May 14, 1997
Herbert W. Hill, Jr.
Senior Vice President and Chief Accounting Officer
