As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-4
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Telephone: (210) 822-2828
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
------------------
L. Lowry Mays With a copy to:
Chairman and Chief Executive Officer Stephen C. Mount, Esq.
Clear Channel Communications, Inc. Akin, Gump, Strauss, Hauer & Feld, L.L.P.
200 Concord Plaza, Suite 600 1500 NationsBank Plaza
San Antonio, Texas 78216 300 Convent Street
Telephone: (210) 822-2828 San Antonio, Texas 78205
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public: From
time to time after the effective date of this registration statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(d) 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. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Amount of
Securities to be Registered Registered Share (1) Offering Price Registration Fee
- ---------------------------------- -------------------- -------------------- =================== ====================
<S> <C> <C> <C> <C>
Common Stock, par value $.10.... 1,500,000 shares $ 102.0625 $ 153,093,750 $ 45,163
- ---------------------------------- -------------------- -------------------- =================== ====================
(1) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act"), and computed pursuant to Rule 457(h) under the
Securities Act based on the average of the high and low prices of the
Common Stock, as reported by the New York Stock Exchange on June 22, 1998.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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</TABLE>
<PAGE>
[OBJECT OMITTED]
PROSPECTUS Subject To Completion
Dated June 29, 1998
1,500,000 Shares
Clear Channel Communications, Inc.
Common Stock
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This Prospectus covers 1,500,000 shares of common stock, $.10 par value
(the "Common Stock"), which may be offered and issued by the Company from time
to time in connection with the acquisition directly or indirectly by the Company
of various businesses or properties, or interests therein.
It is expected that the specific terms of any acquisition in respect of
which this Prospectus will be delivered will be determined by direct
negotiations with the owners or controlling persons of the businesses or
properties to be acquired, and that the shares of Common Stock issued in
connection therewith will be valued at prices reasonably related to current
market prices either at the time the terms of an acquisition are agreed upon or
at or about the time of delivery of such shares. It is expected that the
consideration for such acquisitions will consist of shares of Common Stock,
cash, notes or other evidences of indebtedness, assumption of liabilities or a
combination thereof as determined in negotiations relating to such transactions.
No underwriting discounts or commissions will be paid, although finders' fees
may be paid from time to time with respect to specific acquisitions. Any person
receiving any such fees may be deemed to be an underwriter within the meaning of
the Securities Act of 1933, as amended (the "Securities Act").
With the consent of the Company, this Prospectus may also be used by
persons who have received or will receive from the Company Common Stock covered
by this Prospectus or by prospectuses under other registration statements in
connection with acquisitions and who may wish to sell such stock under
circumstances requiring or making desirable its use. See "Outstanding Securities
Covered by this Prospectus" herein for information relating to resales pursuant
to this Prospectus of shares of Common Stock issued under the Registration
Statement of which this Prospectus forms a part.
Prospective investors should carefully consider the matters set forth
under the caption "Risk Factors" beginning on page 6 of this Prospectus.
The shares of Common Stock offered hereby are or will be listed on the
New York Stock Exchange, Inc. (the "New York Stock Exchange") subject to
official notice of issuance. On June 26, 1998, the last reported sale price of
the Common Stock on the New York Stock Exchange was $104.50 per share.
All expenses of this offering will be paid by the Company. The term
"Company" refers to Clear Channel Communications, Inc., a Texas corporation,
and its consolidated subsidiaries, unless the context requires otherwise.
The Company's principal executive offices are located at 200 Concord Plaza,
Suite 600, San Antonio, Texas 78216 (telephone: (210) 822-2828).
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is , 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements filed by the Company with the Commission pursuant to the
information requirements of the Exchange Act may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, DC 20549; and at the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, 13th Floor, New
York, New York 10048; and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, 14th Floor, Chicago, Illinois 60661. Copies of such material may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, DC 20549, at prescribed rates. The Commission also
maintains a site on the World Wide Web at http://www.sec.gov that contains
reports, proxies and information statements and other information regarding
registrants (including the Company) that file electronically. In addition,
reports, proxy statements and other information concerning the Company can be
inspected and copied at the offices of the New York Stock Exchange, Inc.
("NYSE"), 20 Broad Street, New York, New York 10005, on which the Common Stock
of the Company (symbol: "CCU") is listed.
This Prospectus constitutes a part of a Registration Statement on Form
S-4 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act.
This Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement for
further information with respect to the Company and the Common Stock offered
hereby. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance reference
is made to the copy of such document so filed. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
CLEAR CHANNEL COMMUNICATIONS, INC., 200 CONCORD PLAZA, SUITE 600, SAN ANTONIO,
TEXAS 78216, ATTENTION: HOUSTON LANE (TEL. (210) 822-2828). IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE NO LATER THAN 5
BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT DECISION MUST BE
MADE.
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference
into this Prospectus and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
3. The Company's Current Report on Form 8-K filed April 10, 1998.
5. The Company's Current Report on Form 8-K filed March 12, 1998, as
amended by Form 8-K/A filed on March 23, 1998.
6. The Company's Current Report on Form 8-K filed December 22, 1997.
7. The Company's Current Report on Form 8-K filed April 17, 1997.
Any documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering hereby of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. To the extent that any
proxy statement is incorporated by reference herein, such incorporation shall
not include any information contained in such proxy statement which is not,
pursuant to the Commission's rules, deemed to be "filed" with the Commission or
subject to the liabilities of Section 18 of the Exchange Act.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document described
above (other than exhibits, unless such exhibits are specifically incorporated
by reference). Requests for such copies should be directed to Houston Lane,
Clear Channel Communications, Inc., 200 Concord Plaza, Suite 600, San Antonio,
Texas 78216 (telephone: (210) 822-2828).
<PAGE>
THE COMPANY
The Company, which began operations in 1972, is a diversified media
company that owns or programs radio and television stations and is one of the
largest domestic outdoor advertising companies based on its total advertising
display inventory. In addition, the Company currently owns a 50% equity interest
in the Australian Radio Network Pty. Ltd., which operates radio stations in
Australia; a one-third equity interest in New Zealand Radio Network which
operates radio stations in New Zealand; a 28.7% non-voting equity interest in
Heftel Broadcasting Corporation (Nasdaq: HBCCA), a Spanish-language broadcaster
which operates radio stations in domestic markets; a 40% equity interest in
Grupo Acir Communicaciones, S.A. de C.V., one of the largest radio broadcasters
in Mexico owning or programming through affiliations 164 radio stations serving
72 markets in Mexico; a 50% equity interest in Radio Bonton, a.s., which owns an
FM radio station in the Czech Republic; and a 30% equity interest in American
Tower Corporation, a leading domestic provider of wireless transmission sites.
The radio stations currently owned or programmed by the Company are
principally located in the South, Southeast, Southwest, Northeast and Midwest.
These radio stations employ a wide variety of programming formats, such as
News/Talk/Sports, Country, Adult Contemporary, Urban and Album Rock. The
television stations currently owned or programmed by the Company are located in
the South, Southeast, Northeast and Midwest. These television stations are
affiliated with various television networks, including the FOX television
network, the UPN television network, the ABC television network, the NBC
television network and the CBS television network. Additionally, the Company
operates radio networks serving Oklahoma, Texas, Iowa, Kentucky, Virginia,
Alabama, Tennessee, Florida and Pennsylvania. The Company's outdoor advertising
properties are located throughout the United States in over 35 major markets.
During 1997, the Company derived approximately 48% of its net revenue from radio
operations, approximately 22% from television operations and approximately 30%
from outdoor advertising operations.
The Company has its principal executive offices at 200 Concord Plaza,
Suite 600, San Antonio, Texas 78216 (telephone: 210-822-2828).
The Company's overall strategy is to acquire and develop a diverse
array of media assets which enable the Company to assist its customers in
employing the most effective and cost-efficient methods to market their products
and services. Accordingly, the Company has assembled a diversified portfolio of
assets encompassing radio broadcasting, television broadcasting and outdoor
advertising. The Company plans to use this diversified collection of assets,
along with the operating expertise of its management, to continue generating
substantial internal growth. The Company believes it can augment this internal
growth with the opportunistic acquisition of additional media assets. Such
potential acquisitions will be evaluated based on their strategic value to the
Company and their potential to deliver attractive rates of return to the
Company's shareholders and to add revenue and cash flow to its operating results
as well as to improve the performance of the Company's existing assets. The
Company believes that focusing on its clients' goals, creating a sales-intensive
operating organization while attempting to maintain a conservative financial
position are synergistic aspects of its operating strategy.
The Company believes that the potential exists for cooperation between
its various business segments and that it can help its customers market their
products and services more effectively and efficiently by offering greater
flexibility in the choice of media outlets for marketing messages. The Company
is now able to offer additional advertising solutions for its customers in those
markets where it simultaneously operates radio stations with television stations
or outdoor advertising displays. In this way, the Company believes that its
combination of assets will allow it to offer greater value to its customers.
Additionally, the Company intends to use its various business segments to
cross-promote one another when possible.
In order to implement its operating strategy, the Company frequently
evaluates strategic opportunities both within and outside its existing lines of
business and from time to time enters into letters of intent. The Company
expects from time to time to pursue additional acquisitions and may decide to
dispose of certain businesses. Such acquisitions or dispositions could be
material.
RECENT DEVELOPMENTS
More Group Acquisition
On March 5, 1998, the Company agreed to make a cash offer for all of
the issued and to be issued shares of More Group Plc, an outdoor advertising
company organized under the laws of the United Kingdom (the "More Group"), for
Pound Sterling10.30 per share (approximately $17.20 per share on March 5, 1998).
This offer was recommended to More Group shareholders by More Group's board
of directors.
On March 30, 1998, a competing offer of Pound Sterling11.10 per share was
made by New Decaux plc (a newly formed UK subsidiary of the French outdoor
advertising company Decaux S.A.) and as a result, the More Group board's
recommendation of the Company's offer was withdrawn.
On May 21, 1998, because of competition concerns in the market, the offer
by New Decaux plc was referred to the UK competition authority, the Monopolies
and Mergers Commission, for further investigation and lapsed. Accordingly, the
Company agreed on May 21, 1998 to make a final increased cash offer for all of
the issued and to be issued shares of More Group for Pound Sterling11.10 per
share (the "Increased Offer"). The Increased Offer was recommended to More Group
shareholders by More Group's board of directors.
Since May 21, 1998, the Company through its subsidiary, Clear Channel
Peoples, Inc., has purchased 19,123,605 shares of More Group. On June 24, 1998,
the Company had received valid acceptances pursuant to the Increased Offer for
18,809,939 More Group shares. Purchases of More Group shares and acceptances
received pursuant to the Increased Offer have resulted in the Company holding
more than 90% of More Group's shares to which the Increased Offer relates. The
aggregate consideration for all such shares will be approximately $700 million.
The Increased Offer, which is now unconditional in all respects, will close on
July 10, 1998 and the Company is compulsorily acquiring the remaining minority
interest. As of December 31, 1997, More Group had approximately $95.3 million in
long term debt outstanding (based on the exchange rate as of such date).
<PAGE>
RISK FACTORS
An investment in the Common Stock being offered hereby involves a
significant degree of risk. In addition to the other information set forth in
this Prospectus, prospective purchasers of the Common Stock should consider
carefully the following factors which may adversely affect the business,
financial condition, results of operations and future prospects of the Company,
and the prevailing market price and performance of the Company's Common Stock.
Financial Leverage
The Company has borrowed and expects to continue borrowing to finance
acquisitions of broadcasting and other media-related and outdoor advertising
properties and for other corporate purposes. Future acquisitions of radio and
television stations and other media-related and outdoor advertising properties
effected in connection with the implementation of the Company's acquisition
strategy are expected to be financed from increased borrowings under its credit
facility, other debt or equity financings and cash flow from operations, as well
as the issuance of stock in such acquisition transactions. See "-- Risk of
Acquisition Strategy; Capital Requirements." Because of the amount of the
Company's indebtedness, a significant portion of the Company's operating income
may be required for debt service. The Company's leverage could make it
vulnerable to an increase in interest rates or a downturn in the operating
performance of its radio and television stations or in general economic
conditions. The Company's credit facility contains certain financial and
operational covenants and other restrictions with which the Company must comply,
including limitations on capital expenditures, the incurrence of additional
indebtedness, payment of cash dividends and requirements to maintain certain
financial ratios.
Government Regulation
Broadcasting. The domestic broadcasting industry is subject to
extensive federal regulation which, among other things, requires approval by the
Federal Communications Commission (the "FCC") for the issuance, renewal,
transfer and assignment of broadcasting station operating licenses and limits
the number of broadcasting properties the Company may acquire. The
Telecommunications Act of 1996 (the "1996 Act"), which became law on February 8,
1996, creates significant new opportunities for broadcasting companies but also
creates uncertainties as to how the FCC and the courts will enforce and
interpret the 1996 Act.
The Company's business will continue to be dependent upon acquiring and
maintaining broadcasting licenses issued by the FCC, which are issued for a
maximum term of eight years. There can be no assurance that future renewal
applications will be approved, or that renewals will not include conditions or
qualifications that could adversely affect the Company's operations. Moreover,
governmental regulations and policies may change over time and there can be no
assurance that such changes would not have a material adverse impact upon the
Company's business, financial condition and results of operations.
The consummation of domestic broadcasting acquisitions requires FCC
approval with respect to the transfer of the broadcast license of the acquired
station. There can be no assurance that the FCC will approve pending or future
acquisitions, or that the Company will be able to consummate such acquisitions.
Outdoor Advertising. The outdoor advertising industry is subject to
governmental regulation at the federal, state and local level. These
regulations, in some cases, limit the height, size, location and operation of
billboards and, in some circumstances, regulate the content of the advertising
copy displayed on the billboards. Some governmental regulations prohibit the
construction of new billboards or the replacement, relocation, enlargement or
upgrading of existing structures. Some local jurisdictions have adopted
amortization ordinances under which, after the expiration of a specified period
of time, billboards must be removed at the owner's expense and without payment
of compensation. Ordinances requiring the removal of billboards without
compensation, whether through amortization or otherwise, are being challenged in
various state and federal courts with conflicting results. There can be no
assurance that the Company will be successful in negotiating acceptable
arrangements in circumstances in which its displays are subject to removal or
amortization, and what effect, if any, such regulations may have on the
Company's operations. In addition, the Company is unable to predict what
additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been
introduced in Congress from time to time in the past. Changes in laws and
regulations affecting outdoor advertising at any level of government could have
a material adverse effect on the Company. Furthermore, the Company's
international operations will be subject to governmental regulation by the
foreign jurisdictions in which they are located.
Tobacco Advertising. Outdoor advertising of tobacco products is
affected by federal, state and municipal legislation and numerous regulations.
Municipal and state governments have passed ordinances or statutes to limit
outdoor advertising of tobacco products. Increasing political pressure will
likely lead to the passage of additional legislation and adoption of additional
regulations to limit the content and placement of outdoor advertising relating
to the sale of tobacco products. In addition, it has been reported that certain
cigarette manufacturers who are defendants in numerous class action suits
throughout the U.S. have proposed an out of court settlement with respect to
such suits that is likely to include restrictions on billboard advertising by
these and other cigarette manufacturers.
There can be no assurance as to the effect of these regulations,
potential legislation or settlement discussions on the Company's business and on
its net revenues and financial position. A reduction in billboard advertising by
the tobacco industry would cause an immediate reduction in the Company's direct
revenue from such advertisers and would simultaneously increase the available
space on the existing inventory of billboards in the outdoor advertising
industry. This could in turn result in a lowering of outdoor advertising rates
in each of the Company's outdoor advertising markets or limit the ability of
industry participants to increase rates for some period of time.
Any regulatory change or settlement agreement restricting the Company's
or the tobacco industry's ability to utilize outdoor advertising for tobacco
products could have a material adverse effect on the Company.
Environmental. As the owner, lessee or operator of various real
properties and facilities, the Company is subject to various federal, state and
local environmental laws and regulations. Historically, compliance with such
laws and regulations has not had a material adverse effect on the Company's
business. There can be no assurance, however, that compliance with existing or
new environmental laws and regulations will not require the Company to make
significant expenditures in the future.
Antitrust Matters
An important element of the Company's growth strategy involves the
acquisition of additional radio stations and other media-related and outdoor
advertising properties, many of which are likely to require preacquisition
antitrust review by the Federal Trade Commission (the "FTC") and the Antitrust
Division of the United States Department of Justice (the "Antitrust Division").
Following passage of the 1996 Act, the Antitrust Division has become more
aggressive in reviewing proposed acquisitions of radio stations and radio
station networks, particularly in instances where the proposed acquirer already
owns one or more radio stations in a particular market and the acquisition
involves another radio station in the same market. In the past, the Antitrust
Division has obtained consent decrees requiring radio station divestitures in a
particular market based on allegations that acquisitions would lead to
unacceptable concentration levels. The Antitrust Division has also been active
in reviewing proposed acquisitions of outdoor advertising properties. There can
be no assurance that the Antitrust Division or the FTC will not seek to bar the
Company from acquiring additional radio or television stations or other
media-related and outdoor advertising properties in any market where the Company
already has a significant position. In addition, to the extent the Company makes
acquisitions of foreign broadcasting properties or display faces, the Company
will also be subject to the antitrust laws of foreign jurisdictions.
Risk of Acquisition Strategy; Capital Requirements
The Company intends to pursue growth through the opportunistic
acquisition of domestic and international broadcasting companies, radio and
television station groups, individual radio and television stations, outdoor
advertising companies, individual outdoor advertising display faces or other
assets that the Company believes are best suited to the purpose of assisting its
customers in marketing their products and services. The Company routinely
reviews potential acquisitions. It is likely that the Company will continue to
experience significant expansion in the future. As a result, the Company's
management will be required to effectively manage a rapidly expanding and
significantly larger portfolio of broadcasting and outdoor advertising
properties. The Company's acquisition strategy involves numerous other risks,
including difficulties in the integration of operations and systems, the
diversion of management's attention from other business concerns and the
potential loss of key employees of acquired companies or stations. There can be
no assurance such acquisitions will benefit the Company. See "Company Strategy."
The Company will face competition from other broadcasting and outdoor
advertising companies for available acquisition opportunities. If the prices
sought by sellers of broadcasting and outdoor advertising properties continue to
rise, the Company may find fewer acceptable acquisition opportunities. In
addition, the payment of the purchase price of possible acquisitions could
require the Company to issue capital stock, to incur additional debt or seek to
obtain equity financing. The incurrence of additional debt could increase the
Company's leverage, make the Company more vulnerable to economic downturns and
limit its ability to withstand competitive pressures. See "-- Financial
Leverage." Additional equity financing or issuances of capital stock could
result in dilution to the existing holders of the Common Stock and the
purchasers of the Common Stock offered hereby. There can be no assurance that
the Company will have sufficient capital resources to complete acquisitions,
that acquisitions can be completed on terms acceptable to the Company or that
any businesses or assets that are acquired can be integrated successfully into
the Company.
The Company continually evaluates strategic opportunities both within
and outside of its existing lines of business. The Company expects from time to
time to pursue additional acquisitions and may decide to dispose of certain
businesses. Such acquisitions or dispositions could be material
<PAGE>
Competition; Business Risks
The Company's three current business segments are in highly competitive
industries. The Company's radio and television stations and outdoor advertising
properties compete for audiences and advertising revenues with other radio and
television stations and outdoor advertising companies, as well as with other
media, such as newspapers, magazines, cable television, and direct mail, within
their respective markets. Audience ratings and market shares are subject to
change and any adverse change in a particular market could have a material
adverse effect on the Company's revenue in that market. Future operations are
further subject to many variables which could have an adverse effect upon the
Company's financial performance, including economic conditions, both general and
relative to the broadcasting industry; shifts in population and other
demographics; the level of competition for advertising dollars; fluctuations in
operating costs; technological changes and innovations; changes in labor
conditions; and changes in governmental regulations and policies and actions of
federal regulatory bodies. There can be no assurance that the Company will be
able to maintain or increase its current audience ratings and advertising
revenues.
New Technologies
The FCC is considering ways to introduce new technologies to the radio
broadcast industry, including satellite and terrestrial delivery of digital
audio broadcasting and the standardization of available technologies which
significantly enhance the sound quality of AM broadcasts. The Company is unable
to predict the effect any such new technology will have on the Company's
financial condition or results of operations. On April 3, 1997, the FCC
announced that it had adopted rules that will allow television broadcasters to
provide digital television ("DTV") to consumers. The FCC also adopted a table of
allotments for DTV, which will provide eligible existing broadcasters with a
second channel on which to provide DTV service. On February 23, 1998, in
response to numerous petitions for reconsideration, the FCC announced its
adoption of orders affirming, with some modifications, the FCC's April 3, 1997
decisions. The FCC's DTV allotment plan is based on the use of a "core" DTV
spectrum between channels 2-51. Ultimately, the FCC plans to recover the
channels currently used for analog broadcasting and will decide at a later date
the use of the spectrum ultimately recovered. Television broadcasters will be
allowed to use their channels according to their best business judgment. Such
uses can include multiple standard definition program channels, data transfer,
subscription video, interactive materials, and audio signals, although
broadcasters will be required to provide a free digital video programming
service that is at least comparable to today's analog service. Broadcasters will
not be required to air "high definition" programming or, initially, to simulcast
their analog programming on the digital channel. Affiliates of ABC, CBS, NBC and
FOX in the top 10 television markets will be required to be on the air with a
digital signal by May 1, 1999. Affiliates of those networks in markets 11-30
will be required to be on the air with a digital signal by November 1, 1999, and
remaining commercial broadcasters by May 1, 2002. The FCC stated that
broadcasters will remain public trustees and that it will issue a notice to
determine the extent of broadcasters' future public interest obligations. The
Company will incur considerable expense in the conversion to DTV and is unable
to predict the extent or timing of consumer demand for any such DTV services.
International Business Risks
The Company currently derives a portion of its earnings from
international operations. The risks of doing business in foreign countries
include potential adverse changes in the diplomatic relations of foreign
countries with the United States, hostility from local populations, adverse
effects of currency exchange controls, restrictions on the withdrawal of foreign
investment and earnings, government policies against businesses owned by
non-nationals, expropriations of property, the potential instability of foreign
governments and the risk of insurrections that could result in losses against
which the Company is not insured. The Company's international operations also
are subject to economic uncertainties, including, among others, risks of
renegotiation or modification of existing agreements or arrangements with
governmental authorities, foreign exchange restrictions and changes in taxation
structure. In addition, the Company's international operations are subject to
governmental regulation by the foreign jurisdictions in which they operate.
Changes in the laws and regulations affecting the Company's operations in
foreign jurisdictions could have a material adverse effect on the Company. See
"--Government Regulation."
Exchange Rate Risk
A portion of the Company's earnings are derived from international
operations and a portion of the Company's assets are invested overseas.
Accordingly, fluctuations in the values of foreign currencies and in the value
of the U.S. dollar may cause currency translation losses for the Company or
reduced earnings, or both. The Company cannot predict the effect of exchange
rate fluctuations upon future operating results.
Forward-looking Statements
This Prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act. In addition, when used in this Prospectus,
the words "believes," "anticipates," "expects" and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
a number of risks and uncertainties. Actual results in the future could differ
materially from those described in the forward-looking statements as a result of
the risk factors set forth herein and the matters set forth in the Prospectus
generally, including the information incorporated by reference herein. The
Company undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances. The Company cautions the reader, however, that
this list of risk factors may not be exhaustive.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock of the Company which
may be offered and issued by the Company from time to time in connection with
the acquisition of other businesses or properties, or interests therein. Other
than the businesses or properties acquired, there will be no proceeds to the
Company from these offerings. When this Prospectus is used in a public
reoffering or resale of Common Stock acquired pursuant to this Prospectus, the
Company will not receive any proceeds from such sale by the selling shareholder.
<PAGE>
SELECTED FINANCIAL DATA
The selected financial information presented below for the five years
ended December 31, 1997 has been derived from the consolidated financial
statements of the Company, which have been audited by Ernst & Young LLP,
independent auditors. The selected financial information as of March 31, 1998
and for the three months ended March 31, 1998 and 1997 has been derived from
unaudited consolidated financial statements of the Company. In the opinion of
management of the Company, the unaudited financial statements from which such
information is derived contain all adjustments (consisting only of normal
recurring adjustments) necessary for the fair presentation of the results that
may be expected for the full fiscal year. The following selected financial
information should be read in conjunction with the consolidated financial
statements and notes thereto of the Company, which are incorporated herein by
reference.
<TABLE>
<CAPTION>
Three months ended
Year ended December 31, March 31,
----------------------- ---------
1993 1994 1995 1996 1997 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C>
---- ---- ---- ---- ---- ---- ----
Statement of Operations Data (1): (in thousands except per share amounts)
Net Revenue........................... $ 121,118 $ 178,053 $250,059 $351,739 $697,068 $98,289 $203,642
Operating expenses.................... 78,925 105,380 137,504 198,332 394,404 63,055 123,774
Depreciation and amortization.........
17,447 24,669 33,769 45,790 114,207 15,946 43,011
------ ------ ------ ------ ------- ------ ------
Operating income before corporate 24,746 48,004 78,786 107,617 188,457 19,288 36,857
expenses..............................
Corporate expenses....................
3,464 5,100 7,414 8,527 20,883 2,854 5,909
----- ----- ----- ----- ------ ----- -----
Operating income...................... 21,282 42,904 71,372 99,090 167,574 16,434 30,948
Interest expense...................... 5,390 7,669 20,752 30,080 75,076 11,046 25,701
Other income (expense)................
(196) 1,161 (803) 2,230 11,579 6,259 2,795
----- ----- ----- ----- ------ ----- -----
Income before income taxes............ 15,696 36,396 49,817 71,240 104,077 11,647 8,042
Income taxes..........................
6,573 14,387 20,292 28,386 47,116 4,962 4,259
----- ------ ------ ------ ------ ----- -----
Income before equity in net income
(loss) of 9,123 22,009 29,525 42,854 56,961 6,685 3,783
nonconsolidated affiliates.......
Equity in net income (loss) of
nonconsolidated
affiliates....................... -- -- 2,489 (5,158) 6,615 914 1,796
-- -- ----- ------- ----- --- -----
Net income............................ $ 9,123 $22,009 $32,014 $37,696 $63,576 $7,599 $5,579
===== ====== ====== ====== ====== ===== =====
Net income per common share:
Basic............................ $ 0.15 $ 0.32 $ 0.46 $ 0.51 $ 0.72 $ 0.10 $ 0.06
======== ======= ======= ======== ======= ======== ========
Diluted.......................... $ 0.15 $ 0.32 $ 0.46 $ 0.51 $ 0.67 $ 0.10 $ 0.04
======== ======= ======= ======== ======= ======== ========
Other Data:
After-tax cash flow (2)............... $ 26,638 $46,866 $ 71,140 $107,318 $213,445 $ 29,440 $ 53,855
======== ======= ======== ======== ======== ======== ========
After-tax cash flow per share:
Basic............................ $ 0.43 $ 0.69 $ 1.03 $ 1.46 $ 2.41 $ 0.38 $ 0.55
======== ======== ======== ======== ======== ======== ========
Diluted (3)...................... $ 0.43 $ 0.68 $ 1.01 $ 1.44 $ 2.33 $ 0.38 $ 0.53
======== ======== ======== ======== ======== ======== ========
EBITDA (4)............................ $ 38,533 $ 68,734 $106,827 $141,952 $ 299,975 $ 39,553 $ 78,550
</TABLE>
<TABLE>
<CAPTION>
December 31, March 31, 1998
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents............. $ 5,517 $ 6,818 $ 5,391 $ 16,701 $ 24,657 $ 25,775
Total assets.......................... 227,577 411,594 563,011 1,324,711 3,455,637 3,599,627
Long-term debt, net of current (5).... 87,815 238,204 334,164 725,132 1,540,421 610,289
Shareholders' equity.................. 98,343 130,533 163,713 513,431 1,746,784 2,338,570
</TABLE>
- -----------------
(1) The comparability of results of operations and balance sheet data is
affected by acquisitions consummated in each of the periods presented.
(2) Defined as net income before unusual items plus depreciation, amortization
of intangibles (including non-consolidated affiliates) and deferred taxes.
After-tax cash flow is not presented as a measure of operating results and
does not purport to represent cash provided by operating activities.
After-tax cash flow should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with
generally accepted accounting principles.
(3) Defined as after-tax cash flow divided by weighted average common shares
and common share equivalents outstanding assuming dilution.
(4) Defined as income from continuing operations before interest expense,
income taxes and depreciation and amortization. EBITDA is not a calculation
based upon generally accepted accounting principles; however, the amounts
included in the EBITDA calculation are derived from amounts included in the
Statement of Operations. In addition, EBITDA should not be considered as an
alternative to net income or operating income, as an indicator of operating
performance, or as an alternative to operating cash flows as a measure
liquidity.
(5) Does not include $500 million aggregate principle amount of 25/8% Senior
Convertible Notes due April 1, 2003 issued by the Company on March 30, 1998
or $125 million aggregate principle amount of 65/8% Senior Notes due June
15, 2008 and $175 million aggregate principle amount of 67/8% Senior Notes
due June 15, 2018 issued by the Company on June 16, 1998. Does not include
Universal Outdoor Holdings, Inc. long-term debt of approximately $561.1
million outstanding as of March 31, 1998. The Company has and may incur
additional indebtedness of up to approximately $773 million in connection
with the More Group Acquisition which is not reflected here. Additionally,
as of December 31, 1997, More Group had approximately $95.3 million (based
on the exchange rate as of such date) of long-term debt outstanding.
<PAGE>
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by persons who receive
from the Company Common Stock covered by the Registration Statement in
acquisitions and who may be entitled to offer such Common Stock under
circumstances requiring the use of a prospectus (such persons being referred to
under this caption as "Shareholders"); provided, however, that no Shareholder
will be authorized to use this Prospectus for any offer of such Common Stock
without first obtaining the consent of the Company. The Company may consent to
the use of this Prospectus for a limited period of time by the Shareholders and
subject to limitations and conditions which may be varied by agreement between
the Company and the Shareholders. Resales of such shares may be made on the New
York Stock Exchange or such other exchange on which the Common Stock may be
listed, in the over-the-counter market, in private transactions or pursuant to
underwriting agreements.
Agreements with Shareholders permitting use of this Prospectus may
provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by the Company; that
Shareholders enter into custody agreements with one or more banks with respect
to such shares; and that sales be made only by one or more of the methods
described in this Prospectus, as appropriately supplemented or amended when
required. The Shareholders may be deemed to be underwriters within the meaning
of the Securities Act.
The Company may agree to indemnify the Shareholders and broker-dealers
against certain civil liabilities, including liabilities under the Securities
Act, and to reimburse them for certain expenses incurred in connection with the
offering and sale of shares of Common Stock.
When resales are to be made through a broker or dealer selected by the
Company, it is anticipated that a member firm of the New York Stock Exchange may
be engaged to act as the Shareholders' agent in the sale of shares by such
Shareholders. The member firm will be entitled to commissions (including
negotiated commissions to the extent permissible). Sales of shares by the member
firm may be made on the New York Stock Exchange or other exchanges from time to
time at prices related to the prices then prevailing for shares of Common Stock.
Any such sales may be by block trade. Any such member firm may be deemed to be
an underwriter within the meaning of the Securities Act and any commissions
earned by such member firm may be deemed to be underwriting discounts and
commissions under such act.
Upon the Company being notified by a Shareholder that a block trade has
taken place, a supplementary prospectus, if required, will be filed pursuant to
Rule 424 under the Securities Act, disclosing the name of the member firm, the
number of shares involved, the price at which such shares were sold by such
Shareholder, and the commissions to be paid by such Shareholder to such member
firm.
Shareholders may also offer shares of Common Stock issued in past and
future acquisitions by means of prospectuses under other available registration
statements or pursuant to exemptions from the registration requirements of the
Securities Act, including sales which meet the requirements of Rule 145(d) under
the Securities Act, and Shareholders should seek the advice of their own counsel
with respect to the legal requirements for such sales.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company currently consists of
2,000,000 shares of preferred stock, $1.00 par value per share ("Preferred
Stock"), and 150,000,000 shares of Common Stock, $.10 par value per share, of
which no shares of Preferred Stock and 123,957,790 shares of Common Stock were
issued and outstanding at June 19, 1998, excluding the 50,663 shares held in
treasury.
Preferred Stock
The Board of Directors has the authority to issue up to 2,000,000
shares of Preferred Stock, in one or more series, and to fix the rights,
preferences, privileges and qualifications thereof without any further vote or
action by the shareholders. The issuance of Preferred Stock could decrease the
amount of earnings and assets available for distribution to holders of Common
Stock and adversely affect the rights and powers, including voting rights, of
such holders and may have the effect of delaying, deferring or preventing a
change in control of the Company. No shares of Preferred Stock are outstanding.
The Board of Directors has submitted a proposal to the shareholders to
approve an amendment to the Company's Restated Articles of Incorporation to
authorize the issuance of up to 8,000,000 shares of a new class of preferred
stock (the "Class B Preferred Stock"). If approved by the shareholders, the
Board of Directors would have authority to issue up to 8,000,000 shares of Class
B Preferred Stock, of one or more series, and to fix the rights, preferences,
privileges and qualifications thereof without any further vote or action by the
shareholders. However, if the authorization of the Class B Preferred Stock is
approved, holders of shares of Class B Preferred Stock would not be entitled to
more than one vote per share when voting as a class with the holders of shares
of Common Stock. In addition, the Board of Directors and Company management have
undertaken not to issue, without prior shareholder approval, Class B Preferred
Stock (i) for any defensive or anti-takeover purpose, (ii) to implement any
shareholders' rights plan or (iii) with features intended to make any attempted
acquisition of the Company more difficult or costly. Such restrictions, however,
would not apply to the 2,000,000 shares of Preferred Stock which are currently
authorized.
Common Stock
The Board of Directors has submitted a proposal to the shareholders to
approve an amendment to the Company's Restated Articles of Incorporation to
increase the authorized number of shares of Common Stock from 150,000,000 shares
to 600,000,000 shares. 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 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 shares of Preferred Stock then outstanding.
Shareholders do not have cumulative voting rights or preemptive or
other rights to acquire or subscribe to additional, unissued or treasury shares.
The shares of Common Stock currently outstanding are, and the shares of Common
Stock offered hereby will be, upon issuance thereof, validly issued, fully paid
and nonassessable.
The Transfer Agent and Registrar for the Common Stock is The Bank of
New York.
<PAGE>
Repurchase Agreement
In May 1977, the Company and its then shareholders, including L. Lowry
Mays and B.J. McCombs, entered into a Buy-Sell Agreement (the "Repurchase
Agreement") restricting the disposition of the outstanding shares of Common
Stock owned by L. Lowry Mays and B.J. McCombs and their heirs, legal
representatives, successors and assigns (collectively, the "Restricted
Parties"). The Repurchase Agreement provides that in the event that a Restricted
Party desires to dispose of his shares, other than by disposition by will or
intestacy or through gifts to such Restricted Party's spouse or children, such
shares must be offered for a period of 30 days to the Company. Any shares not
purchased by the Company must then be offered for a period of 30 days to the
other Restricted Parties. If all of the offered shares are not purchased by the
Company or the other Restricted Parties, the Restricted Party offering his
shares may sell them to a third party during a period of 90 days thereafter at a
price and on terms not more favorable than those offered to the Company and the
other Restricted Parties. In addition, a Restricted Party may not individually
or in concert with others sell any shares so as to deliver voting control to a
third party without providing in any such sale that all Restricted Parties will
be offered the same price and terms for their shares. The Repurchase Agreement
may continue in effect following the issuance of the shares of Common Stock
covered in this Prospectus and may preserve the control of the present principal
shareholders.
Texas Business Combination Law
The Company is governed by the provisions of the Texas Business
Combination Law, Part 13 of the Texas Business Corporation Act. In general, the
law prohibits a Texas "issuing public corporation" from engaging in a "business
combination" with an "affiliated shareholder," or an affiliate or associate
thereof, for a period of three years after the date of the transaction in which
the person became an affiliate shareholder, unless the business combination is
approved in a prescribed manner. "Business combinations" include mergers, asset
sales and other transactions resulting in a financial benefit to the affiliated
shareholder. An "affiliated shareholder" is a person who, together with
affiliates and associates, owns (or at any time within the preceding three
years, did own) 20% or more of the corporation's voting stock. The applicability
of the Texas Business Combination Law to the Company may have an anti-takeover
effect.
Foreign Ownership
As a consequence of the restrictions imposed by the Communications Act
of 1934 on ownership of Common Stock by aliens, the Company's bylaws were
amended effective December 31, 1983 to provide that (i) not more than one-fifth
of the shares outstanding shall at any time be owned of record, or voted, by or
for the account of aliens, their representatives, a foreign government or a
corporation organized under the laws of a foreign country, (ii) the Company
shall not be owned or controlled directly or indirectly by any other corporation
of which any officer or more than one-fourth of the directors are aliens or of
which more than one-fourth of the shares are owned of record or voted by aliens,
(iii) no person who is an alien may be elected or serve as an officer or
director of the Company, and (iv) if the stock records of the Company shall at
any time reflect one-fifth ownership by aliens, no transfers of additional
shares to aliens shall be made and, if it shall thereafter be found that any
such additional shares are in fact held by or for the account of an alien, such
shares shall not be entitled to vote, to receive dividends or to have any other
rights. The holder of such shares will be required to transfer them to a United
States citizen or to the Company. This restriction will be applicable to the
shares of Common Stock which may be offered from time to time hereunder and to
the issuance or transfer of such shares after the date of this Prospectus. The
Company's stock certificates may bear a legend setting forth this restriction.
Since the bylaws were amended, the Communications Act of 1934 has been revised
to remove the limitations on alien officers and directors.
LEGAL OPINION
The validity of the Common Stock which may be offered from time to time
hereunder will be passed upon for the Company by its special counsel, Akin,
Gump, Strauss, Hauer & Feld, L.L.P. (a partnership including professional
corporations), San Antonio, Texas. 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 Company and owns approximately 90,000 shares
of Common Stock (including presently exercisable nonqualified options to acquire
approximately 51,000 shares).
EXPERTS
The consolidated financial statements of the Company incorporated by
reference and the financial statement schedule included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
included or incorporated by reference therein and incorporated by reference
herein which, as to the years 1996 and 1997, are based in part on the reports of
KPMG and KPMG Peat Marwick LLP, respectively, independent auditors. The
financial statements referred to above are incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
The consolidated financial statements incorporated in this Prospectus
by reference to the audited financial statements of Universal Outdoor Holdings,
Inc. as of December 31, 1997 and 1996 and for each of the three years in the
period ended December 31, 1997, included in the Company's Current Report on Form
8-K dated March 12, 1998, as amended by Form 8-K/A filed on March 23, 1998, have
been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The 1996 consolidated financial statements of Australian Radio Network
Pty. Ltd. not separately presented in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, have been audited by KPMG,
independent auditors, as set forth in their report dated March 4, 1997 included
in the Company's Annual Report on Form 10-K for the year ended December 31, 1996
and incorporated herein by reference. Such report referred to above is
incorporated herein by reference in reliance upon the authority of such firm as
experts in accounting and auditing.
The consolidated financial statements of Heftel Broadcasting
Corporation and subsidiaries as of and for the year ended December 31, 1997 (not
separately presented in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997), are incorporated by reference herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of that Firm as experts in accounting and
auditing.
The financial statements incorporated in this Prospectus by reference
to the audited historical financial statements of Paxson Radio (a division of
Paxson Communications Corporation) for the year ended December 31, 1996 included
in the Company's Current Report on Form 8-K dated December 22, 1997 have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The consolidated financial statements of Eller Media as of December 31,
1996 and 1995 and for the year ended December 31, 1996 and for the period from
August 18, 1995 through December 31, 1995, together with the consolidated
financial statements of PMG Holdings, Inc. and subsidiaries and the combined
financial statements of Eller Investment Company, Inc. for the period from
January 1, 1995 to August 17, 1995, incorporated by reference in this prospectus
and elsewhere in the Registration Statement are included in the Company's
Current Report on Form 8-K, filed on April 17, 1997, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein.
The combined financial statements of Eller Investment Company, Inc. as
of and for the year ended December 31, 1994, incorporated by reference in this
prospectus and elsewhere in the Registration Statement are included in the
Company's Current Report on Form 8-K, filed April 17, 1997, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto and are incorporated by reference herein.
<PAGE>
=============================================== ========================
1,500,000 Shares
[CLEAR
CHANNEL
LOGO]
No dealer, salesperson or other person Clear Channel
has been authorized to give any information Communications, Inc.
or to make any representation not contained
in this Prospectus and, if given or made,
such information or representation must not
be relied upon as having been authorized by Common Stock
the Company or any Underwriter. This Prospectus
does not constitute an offer to sell or a
solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction
to any person to whom it is unlawful to make such
an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that the
information herein is correct as of any time subsequent
to the date hereof or that there has been no change in
the affairs of the Company since such date.
PROSPECTUS
TABLE OF CONTENTS
, 1998
Page
Available Information...............................2
Incorporation of Certain Documents by Reference.....2
The Company.........................................4
Recent Developments.................................5
Risk Factors........................................6
Use of Proceeds....................................10
Selected Financial Data............................11
Outstanding Securities Covered by this Prospectus..12
Description of Capital Stock.......................13
Legal Opinion......................................15
Experts............................................15
=============================================== ========================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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
Company 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 Company 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 Company has amended its Articles of
Incorporation and added Article Eleven adopting such limitations on a director's
liability. The Company'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 Company'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 Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
Item 21. Exhibits And Financial Statement Schedules.
Exhibits. Description
3.1 Current Articles of Incorporation of the Company (Incorporated
by reference to the exhibits of the Company's Registration
Statement on Form S-3 (Reg. No. 333-33371) dated August 11,
1997).
3.2 Second Amended and Restated Bylaws of the Company
(Incorporated by reference to the exhibits of the Company's
Registration Statement on Form S-3 (Reg. No. 333-33371) dated
August 11, 1997).
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. 33-289161) 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 Amendment No. 1 to the
Registration Statement on Form S-3 (Reg. No.
333-25497) dated May 9, 1997).
4.3 Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York as
Trustee (incorporated by reference to exhibit 4.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997).
4.4 First Supplemental Indenture dated March 30, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York as Trustee
(incorporated by reference to exhibit 4.4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Price Waterhouse LLP.
23.6 Consent of Price Waterhouse LLP.
23.7 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in opinion filed as Exhibit 5.1).
24 Power of Attorney for Clear Channel Communications, Inc.
(included on Signature Page).
Item 22. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be relected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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)(1) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(2) The Registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes 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.
(d) 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 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 Act and will
be governed by the final adjudication of such issue.
(e) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into this Prospectus pursuant
to Items 4, 10(b), 11, or 13 herein, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
(f) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
<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-4 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 the 29th day of June,
1998.
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>
/s/ L. Lowry Mays Chief Executive June 29, 1998
L. Lowry Mays Officer and Director
/s/ Mark P. Mays President, Chief Operating Officer June 29, 1998
Mark P. Mays and Director
/s/ Randall T. Mays Senior Vice President / Chief Financial Officer June 29, 1998
Randall T. Mays (Principal Financial Officer)
/s/ Herbert W. Hill, Jr. Senior Vice President / Chief Accounting Officer June 29, 1998
Herbert W. Hill, Jr. (Principal Accounting Officer)
/s/ B.J. McCombs Director June 29, 1998
B.J. McCombs
/s/ Alan D. Feld Director June 29, 1998
Alan D. Feld
/s/ Theodore H. Strauss Director June 29, 1998
Theodore H. Strauss
/s/ John H. Williams Director June 29, 1998
John H. Williams
/s/ Karl Eller Director June 29, 1998
Karl Eller
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibits. Description
3.1 Current Articles of Incorporation of the Company (Incorporated by
reference to the exhibits of the Company's Registration Statement on
Form S-3 (Reg. No. 333-33371) dated August 11, 1997).
3.2 Second Amended and Restated Bylaws of the Company (Incorporated by
reference to the exhibits of the Company's Registration Statement on
Form S-3 (Reg. No. 333-33371) dated August 11, 1997).
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. 33-289161) 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 Amendment No. 1 to the
Registration Statement on Form S-3 (Reg. No. 333-25497) dated May 9,
1997).
4.3 Senior Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York as Trustee (incorporated
by reference to exhibit 4.2 of the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997).
4.4 First Supplemental Indenture dated March 30, 1998 to Senior Indenture
dated October 1, 1997, by and between Clear Channel Communications,
Inc. and the Bank of New York as Trustee (incorporated by reference to
exhibit 4.4 of the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Price Waterhouse LLP.
23.6 Consent of Price Waterhouse LLP.
23.7 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
opinion filed as Exhibit 5.1).
24 Power of Attorney for Clear Channel Communications, Inc. (included on
Signature Page).
EXHIBIT 5.1
[Akin, Gump, Strauss, Hauer & Feld Letterhead]
June 26, 1998
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 and filing by the
Company with the Securities and Exchange Commission of the Registration
Statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"). The Registration Statement relates to
1,500,000 shares of the Company's common stock, par value $0.10 per share (the
"Common Stock"), which may be issued from time to time in the future in
connection with the completion of acquisitions of assets, businesses or
securities.
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:
When the Registration Statement becomes effective under the Securities
Act and the shares of Common Stock are issued in connection with acquisitions as
contemplated by the Prospectus which is part of the Registration Statement, such
shares of Common Stock will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Texas and the State of New
York and the foregoing opinion is limited to the laws of the State of Texas, the
State of New York, and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under the
caption "Legal Opinions" in the prospectus.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-4 and related Prospectus of Clear Channel
Communications, Inc. and to the incorporation by reference therein of our
reports dated March 11, 1998, with respect to the consolidated financial
statements and financial statement schedule of Clear Channel Communications,
Inc. included or incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
June 26, 1998
San Antonio, Texas
EXHIBIT 23.2
Board of Directors
Clear Channel Communications, Inc
We consent to the incorporation by reference in the Registration
Statement on Form S-4 of our report dated March 4, 1997 (not separately
presented in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997), relating to the 1996 consolidated financial statements of
Australian Radio Network Pty Limited and its controlled entities, which report
appears in the Annual Report of Clear Channel Communications, Inc. on Form 10-K
for the year ended December 31, 1996, and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG
KPMG
Sydney, Australia
June 26, 1998
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Clear Channel Communications, Inc.:
We consent to (a) the incorporation by reference in this Registration
Statement on Form S-4 of our report on the consolidated financial statements of
Heftel Broadcasting Corporation and subsidiaries as of and for the year ended
December 31, 1997, which report is included in the Annual Report on Form 10-K of
Clear Channel Communications, Inc. for the year ended December 31, 1997 and (b)
the reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Dallas, Texas
June 26, 1998
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
March 14, 1997 and March 9, 1995 covering Eller Media Corporation and Eller
Investment Company, Inc., respectively, included in Clear Channel
Communications, Inc.'s Current Report on Form 8-K, filed April 17, 1997 and to
all references to our firm.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Phoenix, Arizona
June 25, 1998
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Clear Channel
Communications, Inc. of our report dated March 6, 1998, relating to the
consolidated financial statements of Universal Outdoor Holdings, Inc., which
appears in the Current Report on Form 8-K of Clear Channel Communications, Inc.
dated March 12, 1998, as amended by Form 8-K/A filed on March 23, 1998. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
June 26, 1998
EXHIBIT 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Clear Channel
Communications, Inc. of our report dated November 3, 1997 relating to the
financial statements of Paxson Radio (a division of Paxson Communications
Corporation) included in Clear Channel Communications, Inc.'s Current Report on
Form 8-K dated December 22, 1997. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Price Waterhouse LLP
Fort Lauderdale, Florida
June 26, 1998
