FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission file number
March 31, 1997 1-9645
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Texas 200 Concord Plaza, Suite 600
(State of Incorporation) San Antonio, Texas 78216-6940
(210) 822-2828
74-1787539 (Address and telephone number
(I.R.S. Employer of principal executive offices)
Identification No.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
Yes __x__ No _____
Indicate the number of shares outstanding of each class of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at May 15, 1997
- ------------------------- -------------------------
Common Stock, $.10 par value 89,017,920
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
Part I -- Financial Information
Item 1. Unaudited Financial Statements
Consolidated Balance Sheets at March 31, 1997
and December 31, 1996 3
Consolidated Statements of Operations for the three
months ended March 31, 1997 and 1996 5
Consolidated Statements of Cash Flows for the three
months ended March 31, 1997 and 1996 6
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
Part II -- Other Information
Item 6. Exhibits and reports on Form 8-K 13
(a) Exhibits
(b) Reports on Form 8-K
Signatures 13
Index to Exhibits 13
PART I
Item 1. UNAUDITED FINANCIAL STATEMENTS
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
1997 1996
(Unaudited) (*)
----------- -----------
Current Assets
Cash and cash equivalents $25,139,579 $16,700,752
Federal income taxes receivable 3,858,612 3,092,693
Accounts receivable,
less allowance of $6,945,984
at March 31, 1997 and
$6,066,794 at December 31, 1996 69,124,072 79,182,580
Film rights -current 14,271,865 14,187,640
---------- ----------
Total Current Assets 112,394,128 113,163,665
Property, Plant and Equipment
Land 11,905,274 12,235,273
Buildings 28,807,281 28,992,708
Transmitter and
studio equipment 158,071,610 153,254,927
Furniture and other equipment 21,670,826 21,163,668
Leasehold improvements 5,331,172 5,322,365
Construction in progress 5,856,899 4,284,361
---------- ----------
231,643,062 225,253,302
Less accumulated
depreciation (83,990,235) (77,415,597)
---------- ----------
147,652,827 147,837,705
Intangible Assets
Network affiliation
agreements 33,726,904 33,726,904
Licenses and goodwill 791,320,706 764,233,345
Covenants
not-to-compete 22,991,932 22,991,932
Other intangible assets 9,228,733 8,711,977
Less accumulated
amortization (87,897,819) (78,645,708)
--------- ----------
769,370,456 751,018,450
Other Assets
Restricted cash 41,245,711 ---
Notes receivable -
long-term --- 52,750,000
Film rights - net 9,227,204 13,436,589
Equity investments in,
and advances to,
nonconsolidated affiliates 236,275,975 230,659,734
Other assets 16,989,572 10,807,633
Other investments 15,948,169 5,037,310
---------- ----------
Total Assets $1,349,104,042 $1,324,711,086
========== ==========
* From audited financial statements
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, December 31,
1997 1996
(Unaudited) (*)
--------- ----------
Current Liabilities
Accounts payable $7,507,505 $9,864,401
Accrued interest 3,131,697 6,272,193
Accrued expenses 4,949,424 8,235,966
Deferred income - current 1,300,000 1,300,000
Current portion of long-term debt 1,226,520 1,479,327
Current portion of film rights
liability 11,283,768 16,309,787
---------- ----------
Total Current Liabilities 29,398,914 43,461,674
Long-term debt 752,306,618 725,131,618
Film rights liability 14,946,150 13,797,015
Deferred income taxes 12,097,624 11,283,303
Deferred income - long-term 10,885,000 11,250,000
Minority interests 6,358,201 6,356,885
Shareholders' Equity
Common Stock 7,731,110 7,699,207
Additional paid-in capital 401,088,329 398,621,825
Retained earnings 113,653,646 106,054,794
Other 1,225,763 1,225,763
Cost of shares held in treasury (587,313) (170,998)
---------- ----------
Total shareholders equity 523,111,535 513,430,591
---------- ----------
Total Liabilities and
Shareholders Equity $1,349,104,042 $1,324,711,086
========== ==========
* From audited financial statements
See Notes to Consolidated Financial Statements
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
Three Months Ended
March 31, March 31,
1997 1996
----------- -----------
(Unaudited)
Gross broadcasting revenue $110,830,860 $70,139,925
Less agency commissions (12,541,664) (7,931,480)
---------- ----------
Net broadcasting revenue 98,289,196 62,208,445
Station operating expenses 63,055,061 38,230,252
Depreciation and amortization 15,945,979 8,755,025
---------- ----------
Station operating income 19,288,156 15,223,168
Corporate general and
administrative expenses 2,853,846 1,673,571
---------- ----------
Operating income 16,434,310 13,549,597
Interest expense (11,046,490) (5,423,837)
Other income 6,258,792 205,815
---------- ----------
Income before income taxes 11,646,612 8,331,575
Income taxes (4,961,844) (2,810,010)
---------- ----------
Income before equity in net
income of, and other income from,
nonconsolidated affiliates 6,684,768 5,521,565
Equity in net income of, and
other income from,
nonconsolidated affiliates 914,085 716,764
---------- ----------
Net income $7,598,853 $6,238,329
========== ==========
Net income per common share $ .10 $ .09
========== ==========
Weighted average common and
common share equivalents
outstanding 78,189,635 70,409,284
========== ==========
See Notes to Consolidated Financial Statements
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31, March 31,
1997 1996
----------- -----------
(Unaudited)
Net Cash Flows Provided By
Operating Activities $25,632,777 $20,097,965
Cash flows from investing
activities:
Increase in restricted cash (41,245,711) ---
Decrease in notes payable 52,750,000 ---
Purchase of broadcasting assets(27,919,874) (41,050,000)
Proceeds from disposal of
broadcasting assets 250,961 2,100
(Increase) decrease in equity
investments in and advances to
nonconsolidated affiliates-net(5,497,266) 464,493
(Increase) decrease in other
investments (10,910,859) 17,910
Purchases of property, plant and
equipment (4,473,885) (3,872,976)
(Increase) in other intangible
assets (516,756) (160,095)
(Increase) in other-net (8,634,844) (1,345,627)
---------- ----------
Net cash flows used in
investing activities (46,198,234) (45,944,195)
Cash flows from financing
activities:
Payments on short-term debt (252,807) (5,000,000)
Payments on long-term debt (55,650,000) (95,763)
Exercise of incentive stock
options 2,082,091 56,961
Proceeds of long-term debt 82,825,000 37,500,000
---------- ----------
Net cash provided by financing
activities 29,004,284 32,461,198
---------- ----------
Net increase in cash 8,438,827 6,614,968
Cash at beginning of period 16,700,752 5,391,104
---------- ----------
Cash at end of period $25,139,579 $12,006,072
========== ==========
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31, March 31,
1997 1996
----------- -----------
(Unaudited)
Schedule reconciling earnings to net cash
flows from operating activities
Net income $7,598,853 $6,238,329
Reconciling items:
Depreciation 6,693,868 4,085,742
Amortization of intangibles 9,252,111 4,669,283
Amortization of film rights 4,075,788 3,366,712
Payments on film rights (4,335,735) (3,502,109)
Recognition of deferred income (365,000) ---
Deferred taxes 814,321 ---
Loss on disposal of assets 333,723 1,548
Equity in net income of, and
other income from,
nonconsolidated affiliates (118,975) ---
Changes in operating assets
and liabilities:
Decrease accounts receivable 10,633,746 9,013,761
(Decrease) increase accounts
payable (2,356,896) 811,013
(Decrease) increase accrued
interest (3,140,496) 1,033,348
(Decrease) accrued expenses (2,686,612) (2,738,155)
(Decrease) accrued income
and other taxes (765,919) (2,881,507)
---------- ----------
Net cash flows provided by
operating activities $25,632,777 $20,097,965
========== ==========
See Notes to Consolidated Financial Statements
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: PREPARATION OF INTERIM FINANCIAL STATEMENTS
The consolidated financial statements have been prepared by
Clear Channel Communications, Inc. (the Company") pursuant to the
rules and regulations of the Securities and Exchange Commission
("SEC") and, in the opinion of management, include all adjustments
(consisting only of normal recurring accruals and adjustments
necessary for adoption of new accounting standards) necessary to
present fairly the results of the interim periods shown. Certain
information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted pursuant to
such SEC rules and regulations. Management believes that the
disclosures made are adequate to make the information presented not
misleading. The results for the interim periods are not
necessarily indicative of results for the full year. The financial
statements contained herein should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's 1996 Annual Report.
The consolidated financial statements include the accounts of
the Corporation and its subsidiaries, the majority of which are
wholly-owned. Investments in companies in which the Corporation
owns 20 percent to 50 percent of the voting common stock or
otherwise exercises significant influence over operating and
financial policies of the company are accounted for under the
equity method. All significant intercompany transactions are
eliminated in the consolidation process. Certain reclassifications
have been made to the 1996 consolidated financial statements to
conform with the 1997 presentation.
Note 2: RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings Per Share, which is required to
be adopted (but may not be adopted early) for fiscal years ending
after December 15, 1997, which is applicable to the Company s
fiscal year ended December 31, 1997. At that time, the Company
will be required to change the method currently used to compute
earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the
dilutive effect of stock options will be excluded. The impact is
expected to result in an immaterial change in primary earnings per
share for the first quarter. Statement 128 is not expected to have
an impact on the calculation of fully diluted earnings per share
for these quarters.
Also in February 1997, the Financial Accounting Standards
Board issued Statement No. 129, Disclosure of Information about
Capital Structure, which is effective for fiscal years ending after
December 15, 1997. Statement 129 requires an explanation, in
summary form within the financial statements, of the pertinent
rights and privileges and characteristics of the Company s various
securities outstanding.
Note 3: RECENT DEVELOPMENTS
The Company s affiliate Heftel Broadcasting Corporation
( Heftel ), of which the Company owned 63.2% of the outstanding
common stock, merged with Tichenor Media System, Inc. ( Tichenor )
in February 1997 (the Tichenor Merger ) by issuing to Tichenor
shareholders approximately 5.6 million shares of Heftel class A
common stock. In the Tichenor Merger, all of the shares of Heftel class A
common stock owned by the Company were converted into shares of convertible
nonvoting common stock of Heftel in order to comply with the cross-interest
policy of the Federal Communications Commission. Heftel also completed in
February an equity offeringof 4.8 million shares of its class A common stock
(the Heftel Offering ). In conjunction with the Heftel Offering the Company
sold 350,000 shares of Heftel class A common stock that it owned,
resulting in a gain on sale of investment securities of
approximately $6.2 million. The sale of these 350,000 shares,
together with the effects of the Tichenor merger and the Heftel
Offering, decreased the Company s total ownership in Heftel to
approximately 32.3% of Heftel s outstanding common stock.
On April 10, 1997, the Company acquired by purchase
substantially all of the stock of Eller Media Corporation ( Eller
Media ). Eller Media s operations include approximately 50,000
outdoor advertising display faces in 15 major metropolitan markets.
As consideration for the stock acquired, the Company paid cash of
approximately $325 million and issued Common Stock of the Company
in the aggregate value of approximately $298 million. In addition, the
Company issued options on the Company s Common Stock with an aggregate value
of approximately $51 million in connection with the assumption of Eller
Media's outstanding stock options. In addition, the Company assumed
approximately $417 million of Eller Media long-term debt, which was
refinanced at the closing date using the Company s credit facility.
To facilitate the Eller Media acquisition and possible future
acquisitions, the Company and its lenders amended its credit
facility on April 10, 1997 to increase the total amount available
under the line of credit from $1.04 billion to $1.75 billion.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Comparison of Three Months Ended March 31, 1997 to Three Months
Ended March 31, 1996
Consolidated net broadcasting revenue for the three months
ended March 31, 1997 increased 58% to $98,289,000 from $62,208,000
for the same quarter of 1996. Station operating expenses increased
65% to $63,055,000 from $38,230,000. Depreciation and amortization
increased 82% from $8,755,000 in the first quarter of 1996 to
$15,946,000 in the first quarter of 1997. Station operating income
increased $4,065,000 or 27% to $19,288,000 compared to $15,223,000
for the first quarter of 1996. Interest expense increased 104%
from $5,424,000 to $11,046,000 in the first quarter of 1997. Other
income increased from $206,000 in the first quarter of 1996 to
$6,259,000 in the first quarter of 1997. Net income increased 22%
from $6,238,000 or $.09 per share to $7,599,000 or $.10 per share.
The majority of the growth in net broadcast revenue and
operating expenses was due to the acquisitions of the following
radio and television stations during 1996 and the first quarter of
1997:
Acquisition Date Network or Station Location
1996 Acquisitions
February 14, 1996 WOOD-AM/FM, WBCT-FM Grand Rapids, MI
May 15, 1996 US Radio, Inc.(USR)
KHEY-AM/FM, KPRR-FM El Paso, TX
KJOJ-FM, KJOJ-AM(2) Houston, TX
KMJX-FM, KDDK-FM Little Rock, AR
WHRK-FM, WDIA-AM Memphis, TN
WKKV-FM Milwaukee, WI
WJCD-FM, WOWI-FM Norfolk, VA
WQOK-FM, WZZU-FM(2) Raleigh, NC
WRAW-AM, WRFY-FM Reading, PA
May 31, 1996 WENZ-FM(3) Cleveland, OH
June 1, 1996 WTVR-AM/FM Richmond, VA
July 1, 1996 WPRI-TV Providence, RI
WNAC-TV(1) Providence, RI
August 1, 1996 KEYI-FM (3), KFON-AM(3) Austin, TX
August 1, 1996 Radio Equity
Partners, LP (REP)
WARQ-FM, WWDM-FM Columbia, SC
WXRM-FM, WCKT-FM Ft. Myers/Naples, FL
WSJS-AM, WTQR-FM,
WXRA-FM Greensboro, NC
WNOE-FM, KLJZ-FM
(now KKND-FM) New Orleans, LA
WHYN-AM/FM Springfield, MA
KXXY-AM (now KEBC-AM),
KXXY-FM, KTST-FM Oklahoma City, OK
October 1, 1996 WHKW-AM (now WKJK-AM),
WWKY-AM, WTFX-FM Louisville, KY
WSVY-FM (2)(3) Norfolk, VA
October 11, 1996 WCUZ-AM/FM Grand Rapids, MI
November 27, 1996 WMYK-FM (2)(3) Norfolk, VA
December 3, 1996 Radio Equity
Partners, LP (REP)
WRXQ-FM, WEGR-FM,
WREC-AM Memphis, TN
WWBB-FM, WWRX-FM Providence, RI
December 16, 1996 KJMS-FM, KWAM-AM Memphis, TN
First Quarter 1997 Acquisitions
January 31, 1997 WZZU-FM Fuquay-Varina
(Raleigh), NC
January 31, 1997 WQMF-FM Jeffersonville, IN
(Louisville, KY)
February 5, 1997 KHOM-FM Houma
(New Orleans), LA
February 5, 1997 KJOJ-AM Conroe (Houston), TX
February 28, 1997 WVTI-FM Holland
(Grand Rapids), MI
March 14, 1997 WQBK-AM/FM, WQBJ-FM,
WXCR-FM (1) Albany, NY
March 31, 1997 WMIL-FM, WOKY-AM (2) Milwaukee, WI
(1) These stations were purchased by the Company s 80%-owned
subsidiary, Radio Enterprises, Inc.
(2) The acquisition of these stations was effective April 1, 1997,
but the funds used to purchase these stations was wired on March
31, 1997.
The majority of the increase in depreciation and amortization was
due to the above-mentioned acquisitions. Interest expense
increased primarily due to an increase in the average amount of
debt outstanding -- which resulted from the above-mentioned
acquisitions, the Company s funding in 1996 of the acquisition by
Australian Radio Network ( ARN ) of additional radio stations and
the Company s purchase in August 1996 of an additional 41.8%
interest in Heftel Broadcasting ( Heftel ), which brought the
Company s temporary controlling interest in Heftel to 63.2%).
Other income increased because of the sale of 350,000 shares of
Class A common stock of Heftel by the Company, which resulted in a
$6.2 million gain on sale.
The investments in ARN and Heftel are accounted for under the
equity method; together they contributed $914,000 to net earnings
in the first quarter of 1997. The majority of the increase in net
income also was primarily due to the factors stated above, but was
partially offset by an increase of $1,180,000 in corporate-related
expenses.
Liquidity and Capital Resources
The major sources of capital for the Company have historically
been cash flow from operations and proceeds of long-term borrowing
under the Company's bank credit facilities, together with the funds
supplied by the Company's initial stock offering in April 1984 and
subsequent stock offerings in July 1991, October 1993 and June
1996. As of March 31, 1997, the Company had $744,350,000
outstanding under its $1,040,000,000 revolving long-term line of
credit facility, a total of $9,575,000 in guaranties to third
parties, $9,183,000 in other debt and $8,150,000 in letters of
credit, leaving $268,742,000 available for future borrowings under
the credit facility. In addition, the Company had $25,140,000 in
unrestricted cash and cash equivalents on hand at March 31, 1997.
During the first three months of the year, the Company made
principal payments on the credit facility totaling $55,650,000 and
purchased capital equipment totaling $4,474,000. In addition, the
Company purchased the broadcasting assets of following radio
stations:
WZZU-FM, Fuquay-Varina
(Raleigh), NC January 31, 1997 $ 6,582,000
WQMF-FM, Jeffersonville, IN
(Louisville, KY) January 31, 1997 $13,500,000
KHOM-FM, Houma
(New Orleans), LA February 5, 1997 $ 6,854,000
KJOJ-AM, Conroe
(Houston), TX February 5, 1997 $ 984,000
-----------
Purchase of broadcasting assets, per cash flow
statement $27,920,000
WVTI-FM (1), Holland
(Grand Rapids), MI February 28, 1997 $ 4,100,000
WQBK-AM/FM, WQBJ-FM, WXCR-FM (2)
Albany, NY March 14, 1997 $ 7,500,000
WMIL-FM, WOKY-AM (3),
Milwaukee, WI March 31, 1997 $41,246,000
(1) The broadcasting assets of this station are recorded in other
assets at March 31, 1997, pending a final purchase price
allocation.
(2) The broadcasting assets of these stations were purchased by the
Company s 80%-owned subsidiary, Radio Enterprises, Inc. and are
recorded in other assets at March 31, 1997, pending a final
purchase price allocation.
(3) These stations were acquired effective April 1, 1997, but the
funds used to purchase these stations were wired on March 31, 1997
and are recorded as restricted cash as of March 31, 1997.
These acquisitions were financed by the Company s credit facility
and cash flow from operations.
On April 10, 1997, the Company acquired approximately 93% of the
outstanding stock of Eller Media Corporation ( Eller Media ) for a
total consideration of approximately $623,000,000, consisting of
approximately $325,000,000 in cash and 6,643,637 shares of the
Company s Common Stock (approximately $298,000,000 in Common Stock
based on a price per share of $44.8625 per share) and issued
options on the Company s Common Stock with an aggregate value of
approximately $51 million. The Company also assumed $417,000,000 of
long-term debt from Eller Media and immediately refinanced that
long-term debt using the credit facility. Funding for the cash
portion of the purchase price and the refinancing of the
$417,000,000 long-term debt in the acquisition of Eller Media was
provided by the Company s credit facility and was made possible by
the April 10, 1997 amendment to the credit facility to increase the
total amount available from $1,040,000,000 to $1,750,000,000.
On May 14, 1997 the Company completed its offering of 5,093,790
shares of common stock. The net proceeds to the Company will be
approximately $240,609,000, which will be used to pay down the
outstanding balance under the credit facility.
After giving effect to the acquisition of a majority stake in Eller
Media and other acquisitions subsequent to March 31, 1997 and the
secondary stock offering described above, the Company will have
$1,256,041,000 outstanding under the credit facility, a total of
$9,575,000 in a guaranty to a third party, $9,183,000 in other debt
and $8,150,000 in letters of credit, leaving $476,234,000 available
for future borrowings under the credit facility. The credit
facility will convert to a reducing revolving line of credit on the
last business day of June 2000, with quarterly reduction of the
outstanding commitment to begin the last business day of September
2000 and continue during the subsequent five year period, with the
entire balance to be repaid by the last business day of September
2005. The Company believes that cash flow from operations will be
sufficient to make all required future interest and principal
payments on the credit facility and will be sufficient to fund all
anticipated capital expenditures.
Risks Regarding Forward Looking Statements
Except for the historical information, this report contains various
"forward-looking statements" which represent the Company's expectations
or beliefs concerning future events, including the future levels of cash
flow from operations. The Company cautions that these forward-looking
statements involve a number of risks and uncertainties and are subject
to many variables which could have an adverse effect upon the Company's
financial performance. These variables include economic conditions, the
ability of the Company to integrate the operations of Eller Media, shifts
in population and other demographics, level of competition for advertising
dollars, fluctuations in operating costs, technological changes and
innovations, changes in labor conditions, changes in governmental
regulations and policies, and certain other factors set forth in the
Company's SEC filings. Actual results in the future could differ materially
from those described in the forward-looking statements.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See Exhibit Index on Page 12
(b) Reports on Form 8-K
NONE
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 thereunto duly authorized.
CLEAR CHANNEL COMMUNICATIONS, INC.
Date May 15, 1997 /s/ L. Lowry Mays
L. Lowry Mays - President and
Chief Executive Officer
Date May 15, 1997 /s/ Herbert W. Hill, Jr
Herbert. W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer
Index to Exhibits
(a) 3.1 -- Articles of Incorporation, as amended, of Registrant
(m)3.1.1 -- 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)10.5 -- Radio Asset Purchase Agreement dated January 31, 1993,
by and between KHFI Venture, LTD. and Clear Channel
Radio, Inc.
(l)10.6 -- Radio Asset Purchase Agreement dated December 28,
1992, by and between Westinghouse Broadcasting
Company, Inc. and Clear Channel Radio, Inc.
(c)10.7 -- Radio Asset Purchase Agreement dated December 23,
1992, by and between Inter-Urban Broadcasting of New
Orleans Partnership and Snowden Broadcasting, Inc.
(d)10.8 -- Television Asset Purchase Agreement dated August 19,
1993, by and between Television Marketing Group of
Memphis, Inc. and Clear Channel Television, Inc.
(e)10.9 -- Radio Asset Purchase Agreement April 1, 1993, by and
Capital Broadcasting of Virginia, Inc. and Clear
Channel Radio, Inc.
(f)10.10 -- Television Asset Purchase Agreement dated August 31,
1993, by and between Nationwide Communications, Inc.
and Clear Channel Television, Inc.
(g)10.11 -- Radio Asset Merger Agreement dated March 22, 1994, by
and between Metroplex Communications, Inc. and Clear
Channel Radio, Inc.
(h)10.12 -- 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)10.13 -- Television Asset Purchase Agreement dated 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)10.14 -- Radio Asset Purchase Agreement dated November 17,1994,
by and between Noble Broadcast of Houston, Inc. and
Clear Channel Radio, Inc.
(k)10.15 -- 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)10.16 -- $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)10.17 -- Clear Channel Communications, Inc. 1994 Incentive
Stock Option Plan.
(m)10.18 -- Clear Channel Communications, Inc. 1994 Nonqualified
Stock Option Plan.
(m)10.19 -- Clear Channel Communications, Inc. Directors'
Nonqualified Stock Option Plan.
(m)10.20 -- Option Agreement for Officer
(s)10.21 -- Employment Agreement between Clear Channel
Communications, Inc. and L. Lowry Mays
(n)10.22 -- 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.
(o)10-23 -- 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.
(p)10.24 -- Tender Offer between Clear Channel Radio, Inc. and
Heftel Broadcasting Corporation dated June 1, 1996
(p)10.25 -- Stock Purchase Agreement between Clear Channel Radio,
Inc. and Certain Shareholders of Heftel Broadcasting
Corporation dated June 1, 1996.
(q)10.26 -- Agreement and Plan of Merger Between Clear Channel
Communications, Inc. ("PARENT") and Tichenor Media
System, Inc. ("TICHENOR") dated July 9, 1996
(r)10.27 -- Second Amended and Restated Credit Agreement among
Clear Channel Communications, Inc., certain Lenders
and NationsBank, N.A., as Administrative Lender
(dated August 1, 1996).
(s)10.28 -- Stock Purchase Agreement By and Among Clear Channel
Communications, Inc., Eller Media Corporation and the
Stockholders of Eller Media Corporation Dated
February 25, 1997.
(t)10.29 -- Amendment to Stock Purchase Agreement By and Among
Clear Channel Communications, Inc., Eller Media
Corporation and the Stockholders of Eller Media
Corporation Dated April 10, 1997.
(t)10.30 -- Registration Rights Agreement By and Among Clear
Channel Communications, Inc. and the Stockholders of
Eller Media Corporation Dated April 10, 1997.
(t)10.31 -- Escrow Agreement By and Among Clear Channel
Communications, Inc., Paul Meyer ( Stockholder
Representative ), EM Holdings LLC, and Chase Trust
Company of California, Dated April 10, 1997.
(t)10.32 -- Stockholders Agreement By and Among Eller Media
Corporation, Clear Channel Communications, Inc. and
EM Holdings LLC, Dated April 9, 1997.
(u)10.33 -- Third Amended and Restated Credit Agreement by and
among Clear Channel Communications, Inc., NationsBank
of Texas, N.A., as administrative lender, the First
National Bank of Boston, as documentation agent, the
Bank of Montreal and Toronto Dominion (Texas), Inc.,
as co-syndication agents, and certain other lenders
dated April 10, 1997.
27 -- Financial Data Schedule
(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 8-K
dated May 4, 1996.
(o) -- Incorporated by reference to the Registrant's Form 8-K
dated June 5, 1996.
(p) -- Incorporated by reference to the Registrant's Form S-3
dated June 14, 1996.
(q) -- Incorporated by reference to Heftel Broadcasting
Corporation's Amendment 2 to Form SC 14D1/A dated
July 9, 1996.
(r) -- Incorporated by reference to Heftel Broadcasting
Corporation's Amendment 4 to Form SC 14D1/A dated
August 5, 1996.
(s) -- Incorporated by reference to the Registrant's Form 10-
K dated March 31, 1997.
(t) -- Incorporated by reference to the Registrant s Form 8-K
dated April 17, 1997.
(u) -- Incorporated by reference to the Registrant s Amendment
No. 1 to Form S-3 dated May 9, 1997.
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<FISCAL-YEAR-END> DEC-31-1997
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0
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