As filed with the Securities and Exchange Commission on August 20, 1998
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 (I.R.S. employer identification number)
incorporation or organization)
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
(Address, including zip code, of principal executive offices)
---------------
Clear Channel Communications, Inc.
1998 Stock Incentive Plan
and Various Other Option Agreements
(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 Aggregate Registration
to be Registered Registered Price Per Offering Price Fee
Share
<S> <C> <C> <C> <C>
----------------------------------------- ----------------------- --------------- ----------------- ---------------
Common Stock, par value $.10 per share 654,684 shares (1) $37.38(2) $24,472,087 (2) $7,219
----------------------------------------- ----------------------- --------------- ----------------- ---------------
Common Stock, par value $.10 per share 14,515,240 shares (3) $52.8125(4) $766,586,113 (4) $226,143
----------------------------------------- ----------------------- --------------- ----------------- ---------------
Total 15,169,924 shares $233,362
========================================= ======================= =============== ================= ===============
</TABLE>
(1) Issuable upon exercise of stock options previously granted under the Clear
Channel Communications, Inc. 1998 Stock Incentive Plan and pursuant to
certain other 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 exercise of options or other incentive stock grants to be
granted under the Clear Channel Communications, Inc. 1998 Stock Incentive
Plan.
(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 August 17,
1998.
<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:
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 Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
4. The Company's Current Report on Form 8-K filed July 10, 1998.
5. The Company's Current Report on Form 8-K filed April 10, 1998.
6. 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.
7. The Company's Current Report on Form 8-K filed December 22, 1997.
8. The Company's Current Report on Form 8-K filed April 17, 1997.
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 approximately 180,000 shares of Common Stock (including
presently exercisable nonqualified options to acquire approximately 102,000
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
<PAGE>
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. 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 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
<PAGE>
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 PricewaterhouseCoopers LLP.
23.6 Consent of PricewaterhouseCoopers 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 (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.
<PAGE>
(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 August 17, 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.
Name Title Date
---- ----- ----
/s/ L. Lowry Mays Chief Executive August 17, 1998
L. Lowry Mays Officer and Director
/s/ Randall T. Mays Senior Vice President/ August 14, 1998
Randall T. Mays Chief Financial Officer
(Principal Financial Officer)
/s/ Herbert W. Hill, Jr. Senior Vice President/ August 14, 1998
Herbert W. Hill, Jr. Chief Accounting Officer
(Principal Accounting Officer)
/s/ Mark P. Mays President, Chief Operating August 14, 1998
Mark P. Mays Officer and Director
/s/ B.J. McCombs Director August 14, 1998
B.J. McCombs
/s/ Alan D. Feld Director August 14, 1998
Alan D. Feld
/s/ Theodore H Strauss Director August 14, 1998
Theodore H. Strauss
/s/ John H. Williams Director August 14, 1998
John H. Williams
/s/ Karl Eller Director August 14, 1998
Karl Eller
<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. 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 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 PricewaterhouseCoopers LLP.
23.6 Consent of PricewaterhouseCoopers 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 (included on signature page of this
Registration Statement)
EXHIBIT 5
OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.
EXHIBIT 5
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1500 NATIONSBANK PLAZA
300 CONVENT STREET
SAN ANTONIO, TEXAS 78205
(210) 281-7000
August 17, 1998
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 15,169,924 shares of the Company's Common Stock, par value
$.10 per share (the "Common Stock"), 169,924 of which are issuable upon exercise
of options currently outstanding under certain option agreements (the "Option
Agreements") with employees of More Group Plc. ("More Group") (the "More
Shares") and 15,000,000 of which are issuable upon exercise of options or other
stock incentive grants previously granted and to be granted under the Clear
Channel Communications, Inc. 1998 Stock Incentive Plan (the "Plan") (the "Plan
Shares").
The law covered by the opinions expressed herein is limited solely to
the Federal laws of the United States and the laws of the State of Texas. This
firm is a registered limited liability partnership organized under the laws of
the State of Texas.
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 and foreign securities laws will have
been complied with, as of any option exercise date with
respect to the Option Agreements and the Plan;
(ii) the More Shares issuable upon exercise of the options granted
pursuant to the Option Agreements 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);
(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;
(iv) the shares of Common Stock issuable upon exercise of the
options or other incentive grants granted under the Plan will
be validly authorized and available for issuance (as of the
date hereof, there is 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 Plan);
(v) the options or other incentive grants granted under the Plan
will be exercised in accordance with the terms of the Plan and
any other applicable documents;
(vi) the shares of Common Stock issued upon exercise of the Option
Agreements or the options or other incentive grants granted
under the Plan will be evidenced by appropriate certificates
properly executed and delivered; and
(vii) on the date of exercise, the options granted pursuant to the
Option Agreements and the options or other incentive grants
granted under the Plan (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 will be entitled to the benefits provided by the
Plan.
Based upon the foregoing, we are of the opinion that the More 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 Agreements, be validly issued,
fully paid and non-assessable shares of Common Stock of the Company. We are also
of the opinion that the Plan Shares will, if, as, and when the Plan Shares are
distributed in the manner contemplated by the Plan, 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.
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Clear Channel Communications, Inc. 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
August 14, 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-8 of Clear Channel Communications, Inc. 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.
/s/ KPMG
KPMG
Sydney, Australia
August 17, 1998
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Clear Channel Communications, Inc.:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 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.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Dallas, Texas
August 17, 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
August 14, 1998
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 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.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
August 18, 1998
EXHIBIT 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 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.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Fort Lauderdale, Florida
August 17, 1998
