As filed with the Securities and Exchange Commission on June 20, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
Registration Statement
Under The Securities Act Of 1933
---------------
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Texas 74-1787539
(State or other jurisdiction of incorporation (I.R.S. employer
or organization) identification number)
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
(Address, including zip code, of principal executive offices)
---------------
Option Agreements for Officers;
Incentive Compensation Grants for Employees; and
Equity Interest Agreements for Employees
(Full title of the Plans)
---------------
L. Lowry Mays
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
(210) 822-2828
(Name, address and telephone number, including area code, of agent for
service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================= --------------------- ---------------- ----------------- ----------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C> <C>
----------------------------------------- --------------------- ---------------- ----------------- ----------------
Common Stock, par value $.10 per share 1,468,181 shares (1) $12.99 (2) $19,071,671 (2) $5,779
----------------------------------------- --------------------- ---------------- ----------------- ----------------
Common Stock, par value $.10 per share 147,860 shares(3) $57.50 (4) $ 8,501,950 (4) $2,576
----------------------------------------- --------------------- ---------------- ----------------- ----------------
Total 1,616,041 shares $8,355
========================================= ===================== ================ ================= ================
</TABLE>
(1) Issuable upon exercise of non-qualified options previously granted pursuant
to certain option agreements.
(2) For the purpose of calculating the registration fee pursuant to Rule 457
(h), the offering price and registration fee are computed on the basis of
the weighted average exercise price with respect to currently outstanding
options.
(3) Issuable upon the distribution of shares pursuant to certain incentive
compensation grants and equity interest agreements.
(4) Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Common Stock, as reported by the New York Stock Exchange on June 16, 1997.
<PAGE>
===============================================================================
Part II
===============================================================================
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(c) The Registrant's Current Report on Form 8-K dated April 17,1997;
(d) The Registrant's Current Report on Form 8-K dated June 5, 1996;
(e) The Registrant's Current Report on form 8-K dated May 24, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Alan D. Feld, the sole shareholder of a professional corporation which
is a partner of Akin, Gump, Strauss, Hauer & Feld, L.L.P., is a director of the
Registrant and owns 48,000 shares of Common Stock (including presently
exercisable nonqualified options to acquire 40,000 shares).
Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances. In addition,
the Texas Miscellaneous Corporation Law provides that a corporation may amend
its Articles of Incorporation to provide that no director shall be liable to the
registrant or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, provided that the liability of a director
is not eliminated or limited (i) for any breach of the director's duty of
loyalty to the registrant or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of law,
(iii) any transaction from which such director derived an improper personal
benefit, or (iv) an act or omission for which the liability of a director is
expressly provided by an applicable statute. The registrant has amended its
Articles of Incorporation and added Article Eleven adopting such limitations on
a director's liability. The registrant's Articles of Incorporation also provide
in Article Nine, for indemnification of directors or officers in connection with
the defense or settlement of suits brought against them in their capacities as
directors or officers of the Company, except in respect of liabilities arising
from gross negligence or willful misconduct in the performance of their duties.
Article IX(8) of the registrant's bylaws provides for indemnification
of any person made a party to a proceeding by reason of such person's status as
a director, officer, employee, partner or trustee of the Company, except in
respect of liabilities arising from negligence or misconduct in the performance
of their duties.
An insurance policy obtained by the registrant provides for
indemnification of officers and directors of the registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1 Buy-Sell Agreement by and between Clear Channel Communications
Inc., L. Lowry Mays, B.J. McCombs, John M. Schaefer and John W
Barger, dated May 31, 1977. (Incorporated by reference to the
exhibits of the Company's Registration Statement on Form S-1
(Reg. No. 289161) dated April 19, 1984.)
4.2 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. (Incorporated by reference to
the exhibits of the Company's Registration Statement on Form
S-3, as amended (Reg. No. 333-25497), dated May 9, 1997.)
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 the opinion filed as Exhibit 5 to this Registration
Statement).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of KPMG.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of KPMG Peat Marwick LLP.
23.7 Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page of this
Registration Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
===============================================================================
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
of the requirements for filing on Form S-8 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 June 20, 1997.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ L. LOWRY MAYS
L. Lowry Mays
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Clear Channel Communications, Inc., hereby constitute and
appoint L. Lowry Mays, Mark P. Mays, Randall T. Mays and Herbert W. Hill, Jr.,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and his name place and stead,
in any and all capacities, to execute any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
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 below.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C> <C>
/s/ L. LOWRY MAYS Chief Executive June 20, 1997
L. Lowry Mays Officer and Director
/s/ RANDALL T. MAYS Senior Vice President/Chief Financial June 20, 1997
Randall T. Mays Officer (Principal Financial Officer)
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief Accounting June 20, 1997
Herbert W. Hill, Jr. Officer (Principal Accounting Officer)
/s/ B.J. MCCOMBS Director June 20, 1997
B.J. McCombs
/s/ ALAN D. FELD Director June 20, 1997
Alan D. Feld
/s/ THEODORE H. STRAUSS Director June 20, 1997
Theodore H. Strauss
/s/ JOHN H. WILLIAMS Director June 20, 1997
John H. Williams
/s/ KARL ELLER Director June 20, 1997
Karl Eller
</TABLE>
<PAGE>
EXHIBITS
INDEX TO EXHIBITS
Exhibit No. Exhibit
4.1 Buy-Sell Agreement by and between Clear Channel
Communications, Inc., L. Lowry Mays, B.J. McCombs,
John M. Schaefer and John W. Barger, dated May 31, 1977.
(Incorporated by reference to the exhibits of the Company's
Registration Statement on Form S-1 (Reg. No. 289161) dated
April 19, 1984.)
4.2 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.
(Incorporated by reference to the exhibits of the Company's
Registration Statement on Form S-3, as amended (Reg. No.
333-25497), dated May 9, 1997.)
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 the opinion filed as Exhibit 5 to this
Registration Statement)
23.2 Consent of Ernst & Young LLP.
23.3 Consent of KPMG.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of KPMG Peat Marwick LLP.
23.7 Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page of this
Registration Statement)
<PAGE>
EXHIBIT 5
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1500 NATIONSBANK PLAZA
300 CONVENT STREET
SAN ANTONIO, TEXAS 78205
(210) 270-0800
June 17, 1997
Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Gentlemen:
We have acted as counsel to Clear Channel Communications, Inc. (the
"Company") in connection with the preparation for filing with the Securities and
Exchange Commission of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to 1,616,041 shares of the Company's Common Stock, par value
$.10 per share (the "Common Stock"), 1,468,181 of which are issuable upon
exercise of options currently outstanding under certain option agreements (the
"Option Agreements") with officers of Eller Media Corporation ("Eller Media")
(the "Option Shares") and 147,860 of which are issuable pursuant to certain
incentive compensation grants and equity interest agreements of Eller Media (the
"Grants") assumed by the Company pursuant to that certain Stock Purchase
Agreement by and between the Company, Eller Media and certain stockholders of
Eller Media dated February 25, 1997, as amended (the "Grant Shares").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
We have further assumed that:
(i) all applicable state securities laws will have been complied
with, as of any option exercise date with respect to the
Option Agreements and as of any distribution date with respect
to the Grants;
(ii) the Option Shares issuable upon exercise of the options
granted pursuant to the Option Agreements and the Grant Shares
issuable pursuant to the Grants will be validly authorized and
available for issuance (as of the date hereof, there are a
sufficient number of shares of Common Stock authorized,
unissued and reserved to cover the issuance of the maximum
number of shares of Common Stock currently provided for under
the Option Agreements and the Grants);
(iii) the options granted pursuant to the Option Agreements will be
exercised in accordance with the terms of the Option
Agreements and any other applicable documents;
<PAGE>
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Clear Channel Communications, Inc.
June 17, 1997
Page 2
(iv) the Grant Shares issued pursuant to the Grants will be
issued in accordance with the terms of the Grants and any
other applicable documents;
(v) the Option Shares issued upon exercise of options granted
pursuant to the Option Agreements and the Grant Shares issued
pursuant to the Grants will be evidenced by appropriate
certificates properly executed and delivered;
(vi) on the date of exercise, the options granted pursuant to the
Option Agreements (and all documents related thereto) will be
duly executed, as applicable, authorized, issued and
delivered; will constitute the valid and binding obligations
of the Company enforceable in accordance with their respective
terms; and
(vii) on the date of distribution, the Grants (and all documents
related thereto) will be duly executed, as applicable,
authorized, issued and delivered; will constitute the valid
and binding obligations of the Company enforceable in
accordance with their respective terms.
Based upon the foregoing, we are of the opinion that the Option Shares
will, if, as, and when the options granted pursuant to the Option Agreements are
exercised, and upon issuance and delivery of the Common Stock against payment
therefor in the manner contemplated by the Option Agreement, be validly issued,
fully paid and non-assessable shares of Common Stock of the Company. We are also
of the opinion that the Grant Shares will, if, as, and when the Grant Shares are
distributed in the manner contemplated by the Grants, be validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
EXHIBIT NO. 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Non-Qualified Option Grant to Karl Eller dated
April 10, 1997, the Non-Qualified Option Grant to Paul J. Meyer dated April 10,
1997, the Non-Qualified Option Grant to Timothy J. Donmoyer dated April 10,
1997, and the Eller Media Company Senior Management Incentive Plan of Clear
Channel Communications, Inc. 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
ERNST & YOUNG LLP
June 17, 1997
San Antonio, Texas
<PAGE>
EXHIBIT NO. 23.3
Board of Directors
Clear Channel Communications, Inc.
We consent to the incorporation by reference in the Registration Statement
Form S-8 pertaining to the Non-Qualified Option Grants to Karl Eller, Paul J.
Meyer, Timothy J. Donmoyer and Eller Media Company Senior Management Incentive
Plan of our report dated March 4, 1997, relating to the consolidated financial
statements of Australian Radio Network Pty Limited and its controlled entities
(such consolidated financial statements not separately presented in the Form
10-K referred to below), which report appears in the December 31, 1996 annual
report on Form 10-K of Clear Channel Communications, Inc.
/s/ KPMG
KPMG
Sydney, Australia
June 18, 1997
<PAGE>
EXHIBIT NO. 23.4
The Board of Directors
PMG Holdings, Inc.
We consent to the incorporation by reference in the Registration Statement
on Form S-8 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 Current Report on Form 8-K of Clear Channel
Communications, Inc. dated April 17, 1997.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Stamford, Connecticut
June 17, 1997
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 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
Arthur Andersen LLP
Phoenix, Arizona,
June 17, 1997.
<PAGE>
EXHIBIT NO. 23.6
Consent of KPMG Peat Marwick LLP
Radio Equity Partners, L.P. and subsidiary:
We consent to the incorporation by reference in the registration statement on
Form S-8 pertaining to the Non-Qualified Option Grants to Karl Eller, Paul J.
Meyer, Timothy J. Donmoyer and Eller Media Company Senior Management Incentive
Plan of Clear Channel Communications, Inc. of our report dated March 29, 1996,
relating to the consolidated balance sheets of Radio Equity Partners, L.P. and
subsidiary as of December 31, 1995 and 1994, and the related consolidated
statements of operations, partners' capital and cash flows for the years then
ended, which report appears in the Current Report on Form 8-K of Clear Channel
Communications, Inc. dated June 5, 1996.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
New York, New York
June 20, 1997
<PAGE>
EXHIBIT NO. 23.7
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Non-Qualified Option Grant to Karl Eller dated
April 10, 1997, the Non-Qualified Option Grant to Paul J. Meyer dated April
10, 1997, the Non-Qualified Option Grant to Timothy J. Donmoyer dated April
10, 1997, and the Eller Media Company Senior Management Incentive Plan of
Clear Channel Communications, Inc. of our reports dated March 4, 1996 and
March 10, 1995 with respect to the consolidated financial statements of US
Radio, Inc. and the combined financial statements of Ragan Henry
Communications Group, L.P., US Radio, L.P., and US Radio Stations, L.P.,
respectively.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
June 17, 1997
Philadelphia, Pennsylvania
