<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1998
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
---------------------
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
TEXAS 74-1787539
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
---------------------
CCCI CAPITAL TRUST I
CCCI CAPITAL TRUST II
CCCI CAPITAL TRUST III
(Exact name of Registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
74-6456072
74-6456074
DELAWARE 74-6456077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
---------------------
<TABLE>
<S> <C>
L. LOWRY MAYS
200 CONCORD PLAZA, SUITE 600 CLEAR CHANNEL COMMUNICATIONS, INC.
SAN ANTONIO, TEXAS 78216 200 CONCORD PLAZA, SUITE 600
(210) 822-2828 SAN ANTONIO, TEXAS 78216
(Address, including zip code, and telephone (210) 822-2828
number, including area code, of registrant's (Name, address, including zip code, and
principal executive offices for each telephone number, including area code, of
registrant) agent for service for each registrant)
</TABLE>
---------------------
Copies to:
<TABLE>
<S> <C>
STEPHEN C. MOUNT, ESQ. JOHN W. WHITE, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. CRAVATH, SWAINE & MOORE
1500 NATIONSBANK PLAZA WORLDWIDE PLAZA
300 CONVENT STREET 825 EIGHTH AVENUE
SAN ANTONIO, TEXAS 78205 NEW YORK, NEW YORK 10019
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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 earlier effective
registration statement for the same offering. [ ]
- ------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
---------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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continued on next page
<PAGE> 2
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED
MAXIMUM PROPOSED
TITLE OF EACH AMOUNT MAXIMUM AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1)(2) FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities and Junior Subordinated Debt
Securities of Clear Channel Communications,
Inc. (the "Company")(4)(7)..................
- ----------------------------------------------------------------------------------------------------------------------
Preferred Stock of the Company(5)(7)..........
- ----------------------------------------------------------------------------------------------------------------------
Common Stock of the Company(6)(7).............
- ----------------------------------------------------------------------------------------------------------------------
Warrants of the Company(8)....................
- ----------------------------------------------------------------------------------------------------------------------
Third Party Warrants(9)....................... (3) (3) (3) (3)
- ----------------------------------------------------------------------------------------------------------------------
Preferred Securities of CCCI Capital Trust I,
CCCI Capital Trust II, and CCCI Capital
Trust III (collectively, the "CCCI
Trusts")(10)................................
- ----------------------------------------------------------------------------------------------------------------------
Guarantees of Preferred Securities of the CCCI
Trusts by the Company(11)...................
- ----------------------------------------------------------------------------------------------------------------------
Stock Purchase Contracts(12)..................
- ----------------------------------------------------------------------------------------------------------------------
Stock Purchase Units(13)......................
- ----------------------------------------------------------------------------------------------------------------------
Total(14)..................................... $1,172,375,000 100% $1,172,375,000 $345,851(14)
======================================================================================================================
</TABLE>
- ---------------
(1) The proposed maximum offering price per unit will be determined from time
to time by the Registrants in connection with the issuance by the
Registrants of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457 under
the Securities Act.
(3) Not applicable pursuant to General Instruction II.D. of Form S-3.
(4) Subject to note (14) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities or Junior Subordinated
Debt Securities of the Company as may be sold, from time to time. If any
Debt Securities or Junior Subordinated Debt Securities are issued at an
original issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering price not
to exceed $1,500,000,000.
(5) Subject to note (14) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock of the Company as may be
sold, from time to time.
(6) Subject to note (14) below, there is being registered hereunder an
indeterminate number of shares of Common Stock of the Company as may be
sold from time to time.
(7) Subject to note (14) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities and Junior Subordinated
Debt Securities, and an indeterminate number of shares of Preferred Stock
and Common Stock of the Company, as shall be issuable upon conversion or
redemption, or upon the exercise of Warrants of the Company registered
hereunder of Debt Securities and Junior Subordinated Debt Securities,
Preferred Stock or Common Stock of the Company or Preferred Securities of
the CCCI Trusts ("Preferred Securities"), as the case may be, registered
hereunder.
(8) Subject to note (14) below, there is being registered hereunder an
indeterminate amount and number of Warrants of the Company, representing
rights to purchase certain of the Debt Securities and Junior Subordinated
Debt Securities, Preferred Stock or Common Stock of the Company registered
hereunder.
(9) Subject to note (14) below, there is being registered hereunder an
indeterminate amount and number of Third Party Warrants of the Company,
representing rights to purchase certain shares of capital stock or debt of
another corporation or entity.
(10) Subject to note (14) below, there is being registered hereunder an
indeterminate amount and number of the Preferred Securities as may be sold
from time to time.
(11) No separate consideration will be received for the Guarantees of the Trust
Preferred Securities (the "Guarantees"). The Guarantees include the right
of holders of Trust Preferred Securities under the Guarantees and certain
back-up undertakings, as described in the Registration Statement.
(12) Subject to note (14) below, there is being registered hereunder an
indeterminate amount and number of Stock Purchase Contracts, representing
rights (and obligations) to purchase Common Stock or Preferred Stock.
(13) Subject to note (14) below, there is being registered hereunder an
indeterminate amount and number of Stock Purchase Units, representing
ownership of Stock Purchase Contracts and Debt Securities or Junior
Subordinated Debt Securities or debt obligations of third parties,
including U.S. Treasury Securities.
(14) In no event will the aggregate offering price of all securities issued from
time to time pursuant to this Registration Statement exceed $1,500,000,000
or the equivalent thereof in one or more foreign currencies, foreign
currency units or composite currencies. In accordance with Rule 429 under
the Securities Act of 1933, the Prospectus included herein is a combined
prospectus which also relates to the Company's Registration Statement on
Form S-3, File No. 333-47367 (the "Prior Registration Statement"). This
Registration Statement, which is a new Registration Statement, also
constitutes the first post-effective amendment to the Prior Registration
Statement. Such post-effective amendment shall hereafter become effective
concurrently with the effectiveness of this Registration Statement in
accordance with Section 8-A of the Securities Act of 1933. The amount of
securities eligible to be sold under the Prior Registration Statement
($327,625,000 as of May 4, 1998) shall be carried forward to this
Registration Statement. The amount of the filing fee associated with such
securities that was previously paid with the Prior Registration Statement
is $96,649. The aggregate amount of Common Stock of the Company registered
hereunder is further limited to that which is permissible under Rule
415(a)(4) under the Securities Act. The securities registered hereunder may
be sold separately or as units with other securities registered hereunder.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
MAY 5, 1998
PROSPECTUS
$1,500,000,000
CLEAR CHANNEL COMMUNICATIONS, INC.
DEBT SECURITIES, JUNIOR SUBORDINATED DEBT SECURITIES,
PREFERRED STOCK, COMMON STOCK, WARRANTS,
STOCK PURCHASE CONTRACTS, AND STOCK PURCHASE UNITS
CCCI CAPITAL TRUST I
CCCI CAPITAL TRUST II
CCCI CAPITAL TRUST III
PREFERRED SECURITIES, GUARANTEED TO THE EXTENT SET FORTH HEREIN
BY CLEAR CHANNEL COMMUNICATIONS, INC.
Clear Channel Communications, Inc., a Texas corporation (the "Company"), may
issue from time to time, together or separately, (i) unsecured senior debt
securities (the "Senior Debt Securities"), (ii) unsecured subordinated debt
securities (the "Subordinated Debt Securities" and, together with the Senior
Debt Securities, the "Debt Securities"), (iii) unsecured junior subordinated
debt securities ("Junior Subordinated Debt Securities"); (iv) warrants to
purchase Debt Securities or Junior Subordinated Debt Securities (the "Debt
Warrants"), (v) shares of preferred stock, par value $1.00 per share, of the
Company (the "Preferred Stock"), (vi) warrants to purchase shares of Preferred
Stock (the "Preferred Stock Warrants"), (vii) shares of common stock, par value
$.10 per share, of the Company (the "Common Stock"), (viii) warrants to purchase
shares of Common Stock (the "Common Stock Warrants"), (ix) stock purchase
contracts ("Stock Purchase Contracts") to purchase Common Stock or Preferred
Stock and (x) stock purchase units ("Stock Purchase Units"), each representing
ownership of a Stock Purchase Contract and Debt Securities, Junior Subordinated
Debt Securities, debt obligations of the United States of America or agencies or
instrumentalities thereof ("U.S. Obligations"), or Preferred Securities (as
defined below), securing the holder's obligation to purchase Common Stock or
Preferred Stock under the Stock Purchase Contract, or any combination of the
foregoing, either individually or as units consisting of one or more of the
foregoing in amounts, at prices and on terms to be determined by market
conditions at the time of offering. The Debt Warrants, Preferred Stock Warrants
and Common Stock Warrants are referred to herein collectively as the "Warrants",
and the Debt Securities, the Junior Subordinated Debt Securities, Preferred
Stock, Common Stock, the Warrants, Stock Purchase Contracts and Stock Purchase
Units are referred to herein collectively as the "Company Securities".
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.
ADDITIONAL INFORMATION REGARDING THE SECURITIES IS SET FORTH ON THE INSIDE FRONT
COVER.
FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT IN THE
SECURITIES, SEE "GENERAL DESCRIPTION OF SECURITIES AND RISK FACTORS" ON PAGE 6.
CCCI Capital Trust I, CCCI Capital Trust II and CCCI Capital Trust III
(each, a "CCCI Trust" and collectively, the "CCCI Trusts"), each a statutory
business trust formed under Delaware law, may offer, from time to time,
preferred securities (the "Preferred Securities") with the payment of
distributions and payments on liquidation or redemption of the Preferred
Securities issued by each such CCCI Trust guaranteed on a subordinated basis by
the Company to the extent described herein and in an accompanying prospectus
supplement (the "Guarantees"). The Company will be the owner of the trust
interests represented by common securities (the "Common Securities") to be
issued by each CCCI Trust. Unless indicated otherwise in a prospectus
supplement, each CCCI Trust exists for the sole purpose of issuing its trust
interests and investing the proceeds thereof in Junior Subordinated Debt
Securities. The Company Securities and the Preferred Securities are referred to
herein collectively as the "Offered Securities".
The Offered Securities may be issued in one or more series or issuances and
will be limited to $1,500,000,000 in aggregate public offering price (or its
equivalent, based on the applicable exchange rate, to the extent Debt Securities
or Junior Subordinated Debt Securities are issued for one or more foreign
currencies or currency units). The Offered Securities may be sold for U.S.
dollars, or any foreign currency or currencies or currency units, and the
principal of, any premium on, and any interest on, the Debt Securities or Junior
Subordinated Debt Securities may be payable in U.S. dollars, or any foreign
currency or currencies or currency units.
The Offered Securities may be offered separately or as units with other
Offered Securities, in separate series, in amounts, at prices and on terms to be
determined at or prior to the time of sale. The sale of other securities under
the Registration Statement of which this Prospectus forms a part or under a
Registration Statement to which this Prospectus relates will reduce the amount
of Offered Securities which may be sold hereunder.
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement"), including, where applicable, (i) in
the case of Debt Securities or Junior Subordinated Debt Securities, the specific
designation, aggregate principal amount, ranking as senior or subordinated debt,
authorized denomination, initial offering price, maturity (which may be fixed or
extendible), premium (if any), interest rate (which may be fixed or floating),
time of and method of calculating the payment of interest, if any, the currency
in which principal, premium, if any, and interest, if any, are payable, any
exchangeability, conversion, redemption or sinking fund terms, the right of the
Company, if any, to defer payment or interest on the Junior Subordinated Debt
Securities and the maximum length of such deferral period, put options, if any,
public offering price, and other specific terms; (ii) in the case of Preferred
Stock or Preferred Securities, the designation, number of shares, liquidation
preference per share, initial public offering price, dividend or distribution
rate (or method of calculation thereof), dates on which dividends or
distributions shall be payable and dates from which dividends or distributions
shall accrue, any redemption or sinking fund provisions, any voting rights, any
conversion or exchange provisions, and any other rights, preferences,
privileges, limitations or restrictions relating to the Preferred Stock or
Preferred Securities of a specific series and the terms upon which the proceeds
of the sale of the Preferred Securities will be used to purchase a specific
series of Junior Subordinated Debt Securities of the Company; (iii) in the case
of Common Stock, the number of shares, public offering price and the terms of
the offering and sale thereof; (iv) in the case of Warrants, the number and
terms thereof, the designation and description of the Common Stock, Preferred
Stock, Debt Securities, Junior Subordinated Debt Securities, or Preferred
Securities issuable thereunder, the number of securities issuable upon exercise,
the exercise price, the terms of the offering and sale thereof and, where
applicable, the duration and detachability thereof; (v) in the case of Stock
Purchase Contracts, the designation and number of shares of Common Stock or
Preferred Stock issuable thereunder, the purchase price of the Common Stock or
Preferred Stock, the date or dates on which the Common Stock or Preferred Stock
is required to be purchased by the holders of the Stock Purchase Contracts, any
periodic payments required to be made by the Company to the holders of the Stock
Purchase Contracts or vice versa, and the terms of the offering and sale
thereof; (vi) in the case of Stock Purchase Units, the specific terms of the
Stock Purchase Contracts and any Preferred Stock, Debt Securities, Junior
Subordinated Debt Securities, U.S. Obligations or Preferred Securities securing
the holder's obligation to purchase the Preferred Stock or Common Stock under
the Stock Purchase Contracts, and the terms of the offering and sale thereof;
and (vii) in the case of all Offered Securities, whether such Offered Securities
will be offered separately or as a unit with other Offered Securities. The
Prospectus Supplement will also contain information, where applicable, about
certain federal income tax considerations relating to, and any listing on a
securities exchange of, the Offered Securities covered by the Prospectus
Supplement.
The Offered Securities will be sold directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of such
methods. If any agents of the Company or the CCCI Trusts or any dealers or
underwriters are involved in the sale of the Offered Securities in respect of
which this Prospectus is being delivered, the names of such agents, dealers or
underwriters and any applicable agent's commission, dealer's purchase price or
underwriter's discount will be set forth in or may be calculated from the
Prospectus Supplement. The net proceeds to the Company or the CCCI Trusts from
such sale will be the purchase price less such commission in the case of an
agent, the purchase price in the case of a dealer, or the public offering price
less such discount in the case of an underwriter and less, in each case, other
applicable issuance expenses. See "Plan of Distribution".
---------------------
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE> 4
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBT SECURITIES,
INCLUDING STABILIZING AND SYNDICATE COVERING TRANSACTIONS. THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES. SEE "PLAN OF
DISTRIBUTION".
2
<PAGE> 5
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, D.C. 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, D.C. 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.
No separate financial statements of the CCCI Trusts have been included or
incorporated by reference herein. Neither the CCCI Trusts nor the Company
considers such financial statements material to holders of Preferred Securities
because (i) all of the voting securities of each CCCI Trust will be owned,
directly or indirectly, by the Company, a reporting company under the Exchange
Act, (ii) no CCCI Trust has independent operations but rather each exists for
the purpose of issuing securities representing undivided beneficial interests in
the assets of such CCCI Trust and investing the proceeds thereof in Junior
Subordinated Debt Securities, and (iii) the obligations of the CCCI Trusts under
the Preferred Securities are fully and unconditionally guaranteed on a
subordinated basis by the Company to the extent set forth herein. See "The CCCI
Trusts" and "Description of Guarantees." Upon the granting of relief by the
Commission pursuant to SAB 53, the Company intends to provide only abbreviated
information concerning the CCCI Trusts in the Company's Exchange Act reports.
The Company and the CCCI Trusts have filed with the Commission a joint
registration statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the securities
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Reference is made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company, the CCCI Trusts and the securities
offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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 Current Report on Form 8-K filed April 10, 1998.
3. 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.
4. The Company's Current Report on Form 8-K filed December 22, 1997.
5. 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 of the Offered Securities offered hereby 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
3
<PAGE> 6
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).
THE COMPANY
The Company, which began operations in 1974, is a diversified media company
in three primary lines of business: radio, television, and outdoor advertising.
In addition, the Company 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; and a 50% equity interest in Radio Bonton, a.s., which owns an FM
radio station in the Czech Republic.
The radio stations currently owned or programmed by the Company are located
principally in the South, Southeast, 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 typically affiliated with
one of the television networks, including the FOX television network, the UPN
television network, the ABC television network, the NBC television network, or
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
primarily in the South, Southeast, Midwest, and West.
The Company has its principal executive offices at 200 Concord Plaza, Suite
600, San Antonio, Texas 78216 (telephone: 210-822-2828).
THE CCCI TRUSTS
Each of CCCI Capital Trust I, CCCI Capital Trust II and CCCI Capital Trust
III is a statutory business trust formed under Delaware law pursuant to (i) a
separate Declaration of Trust executed by the Company, as depositor for such
CCCI Trust, and the Trustees (as defined herein) of such trust and (ii) the
filing of a certificate of trust with the Delaware Secretary of State. The
declarations will be amended and restated in their entirety (each as so amended
and restated, a "Declaration") substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus is a part and will be
qualified as Indentures under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). Unless an accompanying Prospectus Supplement provides
otherwise, each CCCI Trust exists for the sole purposes of (i) issuing the
Preferred Securities, (ii) investing the gross proceeds of the sale of the
Preferred Securities in a specific series of Junior Subordinated Debt
Securities, and (iii) engaging in only those other activities necessary or
incidental thereto. All of the Common Securities will be owned by the Company.
The Common Securities will rank pari passu, and payments will be made thereon
pro rata, with the Preferred Securities, except that upon the occurrence and
continuance of an event of default under the applicable Declaration, the rights
of the holders of the applicable Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the applicable Preferred
Securities. The Company will acquire Common Securities having an aggregate
liquidation amount equal to a minimum of 1% of the total capital of each CCCI
Trust. Each CCCI Trust will have a term of at least 20 but
4
<PAGE> 7
not more than 50 years, but may terminate earlier as provided in the applicable
Declaration. Each CCCI Trust's business and affairs will be conducted by the
Trustees. The holder of the Common Securities will be entitled to appoint,
remove or replace any of, or increase or reduce the number of, the Trustees of
each CCCI Trust. The duties and obligations of the Trustees shall be governed by
the Declaration of such CCCI Trust. At least one of the Trustees of each CCCI
Trust will be a person who is an employee or officer of or who is affiliated
with the Company (a "Regular Trustee"). One Trustee of each CCCI Trust will be a
financial institution that is not affiliated with the Company, which shall act
as property trustee and as indenture trustee for the purposes of the Trust
Indenture Act, pursuant to the terms set forth in a Prospectus Supplement (the
"Property Trustee"). In addition, unless the Property Trustee maintains a
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable law, one Trustee of each CCCI Trust will be a legal
entity having a principal place of business in, or an individual resident of,
the State of Delaware (the "Delaware Trustee"). The Company will pay all fees
and expenses related to each CCCI Trust and the offering of the Preferred
Securities. Unless otherwise set forth in the Prospectus Supplement, the
Property Trustee will be The Bank of New York, and the Delaware Trustee will be
The Bank of New York (Delaware). The office of the Delaware Trustee in the State
of Delaware is 100 White Clay Center, Newark, Delaware 19711. The principal
place of business of each CCCI Trust is c/o Clear Channel Communications, Inc.,
200 Concord Plaza, Suite 600, San Antonio, Texas 78216 (telephone: (210)
822-2828).
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
- ------------------------------------
1997 1996 1995 1994 1993
- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
2.32 3.63 3.32 5.54 3.81
</TABLE>
The ratio of earnings to combined fixed charges and preferred stock
dividends has been computed on a total enterprise basis. Earnings represent
income from continuing operations before income taxes less equity in
undistributed net income (loss) of unconsolidated affiliates plus fixed charges.
Fixed charges represent interest, amortization of debt discount and expense, and
the estimated interest portion of rental charges. The Company had no Preferred
Stock outstanding and paid no dividends thereon for any period presented.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the net proceeds
from the sale of the Company Securities offered hereby will be used for general
corporate purposes, including repayment of borrowings, working capital, capital
expenditures, stock repurchase programs and acquisitions. Unless otherwise
specified in the Prospectus Supplement, each CCCI Trust will use all proceeds
received from the sale of Preferred Securities to purchase Junior Subordinated
Debt Securities of the Company. Additional information on the use of net
proceeds from the sale of the Offered Securities offered hereby may be set forth
in the Prospectus Supplement relating to such Offered Securities.
HOLDING COMPANY STRUCTURE
The Company is a holding company and its assets consist primarily of
investments in its subsidiaries and majority-owned partnerships. The Company's
rights and the rights of its creditors, including holders of Debt Securities or
Junior Subordinated Debt Securities, to participate in the distribution of
assets of any person in which the Company owns an equity interest (including any
subsidiary and majority-owned partnerships) upon such person's liquidation or
reorganization will be subject to prior claims of such person's creditors,
including trade creditors, except to the extent that the Company may itself be a
creditor with recognized claims against such person (in which case the claims of
the Company would still be subject to the prior claims of any secured creditor
or such person and of any holder of indebtedness of such person that is senior
to that held by the Company). Accordingly, the holder of Debt Securities or
Junior Subordinated Debt Securities may be deemed to be effectively subordinated
to such claims.
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GENERAL DESCRIPTION OF SECURITIES AND RISK FACTORS
The Company may offer shares of Common Stock, Preferred Stock, Debt
Securities, Junior Subordinated Debt Securities, Warrants, Stock Purchase
Contracts, Stock Purchase Units, or any combination of the foregoing either
individually or as units consisting of one or more Securities under this
Prospectus. Each CCCI Trust may offer Preferred Securities under this
Prospectus.
CERTAIN OF THE SECURITIES TO BE OFFERED HEREBY THEMSELVES MAY INVOLVE A
HIGH DEGREE OF RISK. SUCH RISKS WILL BE SET FORTH IN THE PROSPECTUS SUPPLEMENT
RELATING TO SUCH SECURITY. IN ADDITION, CERTAIN RISK FACTORS, IF ANY, RELATING
TO THE COMPANY'S BUSINESS WILL BE SET FORTH IN A PROSPECTUS SUPPLEMENT.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities summarizes
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
and the extent, if any, to which such general provisions may apply to any series
of Debt Securities will be described in the Prospectus Supplement relating to
such series.
Senior Debt Securities may be issued, from time to time, in one or more
series under an Indenture (the "Senior Indenture"), between the Company and The
Bank of New York, as trustee, or such other trustee as shall be named in a
Prospectus Supplement (the "Senior Trustee"). The form of Senior Indenture is
filed as an exhibit to the Registration Statement of which this Prospectus is a
part. Subordinated Debt Securities may be issued, from time to time, in one or
more series under an indenture (the "Subordinated Indenture") between the
Company and The Bank of New York or such other trustee as shall be named in a
Prospectus Supplement (the "Subordinated Trustee"). The form of Subordinated
Indenture is filed as an Exhibit to the Registration Statement of which this
Prospectus is a part. The Senior Indenture and the Subordinated Indenture are
sometimes referred to collectively as the "Indentures," and the Senior Trustee
and the Subordinated Trustee are sometimes referred to collectively as the "Debt
Trustees." None of the Indentures will limit the amount of Debt Securities that
may be issued hereunder, and each Indenture will provide that Debt Securities
may be issued thereunder up to an aggregate principal amount authorized from
time to time by the Company and may be payable in any currency or currency unit
designated by the Company or in amounts determined by reference to an index. The
following statements are subject to the detailed provisions of the Indentures.
Wherever any particular provisions of the Indentures or terms defined therein
are referred to, such provisions and terms are incorporated by reference as a
part of the statements made herein and such statements are qualified in their
entirety by such references, including the definitions therein of certain terms.
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Indentures.
GENERAL
The Senior Debt Securities will be unsecured and will rank equally and
ratably with other unsecured and unsubordinated debt of the Company, unless the
Company shall be required to secure the Senior Debt Securities as described
below under " -- Senior Debt Securities." The obligations of the Company
pursuant to any Subordinated Debt Securities will be subordinate in right of
payment to all Senior Indebtedness of the Company with respect to such
Subordinated Debt Securities, and will be described in an accompanying
Prospectus Supplement. Debt Securities will be issued from time to time and
offered on terms determined by market conditions at the time of sale.
The Debt Securities may be issued in one or more series with the same or
various maturities, at par, at a premium, or at a discount. Any Debt Securities
bearing no interest or interest at a rate which at the time of issuance is below
market rates will be sold at a discount (which may be substantial) from their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such substantially discounted Debt Securities
will be described in the Prospectus Supplement relating thereto.
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Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities offered hereby: (i) the designation, aggregate principal
amount and authorized denominations of such Debt Securities; (ii) the percentage
of their principal amount at which such Debt Securities will be issued; (iii)
the date or dates on which the Debt Securities will mature (which may be fixed
or extendible); (iv) the rate or rates (which may be fixed or floating) per
annum at which the Debt Securities will bear interest, if any, or the method of
determining such rate or rates; (v) the date or dates on which any such interest
will be payable, the date or dates on which payment of any such interest will
commence and the Regular Record Dates for such Interest Payment Dates; (vi) the
terms of any mandatory or optional redemption (including any provisions for any
sinking, purchase or other analogous fund) or repayment option; (vii) the
currency, currencies or currency units for which the Debt Securities may be
purchased and the currency, currencies or currency units in which the principal
thereof, any premium thereon and any interest thereon may be payable; (viii) if
the currency, currencies or currency units for which the Debt Securities may be
purchased or in which the principal thereof, any premium thereon and any
interest thereon may be payable is at the election of the Company or the
purchaser, the manner in which such election may be made; (ix) if the amount of
payments on the Debt Securities is determined with reference to an index based
on one or more currencies or currency units, changes in the price of one or more
securities or changes in the price of one or more commodities, the manner in
which such amounts may be determined; (x) the extent to which any of the Debt
Securities will be issuable in temporary or permanent global form, or the manner
in which any interest payable on a temporary or permanent Global Security will
be paid; (xi) the terms and conditions upon which the Debt Securities may be
convertible into or exchanged for Common Stock, Preferred Stock, or indebtedness
or other securities of any kind of the Company; (xii) information with respect
to book-entry procedures, if any; (xiii) a discussion of certain federal income
tax, accounting and other special considerations, procedures and limitations
with respect to the Debt Securities; and (xiv) any other specific terms of the
Debt Securities not inconsistent with the applicable Indenture.
If any of the Debt Securities are sold for one or more foreign currencies
or foreign currency units or if the principal of, premium, if any, or any
interest on any series of Debt Securities is payable in one or more foreign
currencies or foreign currency units, the restrictions, elections, federal
income tax consequences, specific terms and other information with respect to
such issue of Debt Securities and such currencies or currency units will be set
forth in the Prospectus Supplement relating thereto.
Unless otherwise specified in the Prospectus Supplement, the principal of,
any premium on, and any interest on the Debt Securities will be payable, and the
Debt Securities will be transferable, at the Corporate Trust Office of the
applicable Debt Trustee in New York, New York, provided that payment of
interest, if any, may be made at the option of the Company by check mailed on or
before the payment date, first class mail, to the address of the person entitled
thereto as it appears on the registry books of the Company or its agent.
Unless otherwise specified in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form and in denominations of
$1,000 and any integral multiple thereof. No service charge will be made for any
transfer or exchange of any Debt Securities, but the Company may, except in
certain specified cases not involving any transfer, require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. Unless otherwise set forth in the Prospectus Supplement, interest on
outstanding Debt Securities will be paid to holders of record on the date which
is 15 days immediately prior to the date such interest is to be paid.
The Company's rights and the rights of its creditors (including holders of
Debt Securities) to participate in any distribution of assets of any subsidiary
of the Company upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of the Company itself as a creditor of the subsidiary
may be recognized. The operations of the Company are conducted through its
subsidiaries and, therefore, the Company is dependent upon the earnings and cash
flow of its subsidiaries to meet its obligations, including obligations under
the Debt Securities. The Debt Securities will be effectively subordinated to all
indebtedness of the Company's subsidiaries.
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<PAGE> 10
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued only in fully
registered form and in either temporary or permanent form. Unless and until it
is exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any nominee of such Depositary to a successor
Depositary or any nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to such Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ("participants") or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
applicable Indenture. Except as provided below, owners of beneficial interests
in a Global Security will not be entitled to have any of the individual Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of any such
Debt Securities of such series in definitive form and will not be considered the
owners or holders thereof under the applicable Indenture governing such Debt
Securities.
Payments of principal of, any premium on, and any interest on, individual
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. Neither the Company, the applicable Debt Trustee for such Debt
Securities, any Paying Agent, nor the Security Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Such payments will be
the responsibility of such participants.
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<PAGE> 11
If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Company may at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine not to have any Debt
Securities of a series represented by one or more Global Securities and, in such
event, will issue individual Debt Securities of such series in exchange for the
Global Security or Securities representing such series of Debt Securities.
Further, if the Company so specifies with respect to the Debt Securities of a
series, an owner of a beneficial interest in a Global Security representing Debt
Securities of such series may, on terms acceptable to the Company, the
applicable Debt Trustee and the Depositary for such Global Security, receive
individual Debt Securities of such series in exchange for such beneficial
interests, subject to any limitations described in the Prospectus Supplement
relating to such Debt Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of
individual Debt Securities of the series represented by such Global Security
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name. Individual Debt Securities of such series so
issued will be issued in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples thereof.
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
Each Indenture provides that the Company may not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any person, unless (i) the successor corporation
shall be a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia, and shall expressly
assume by a supplemental indenture the due and punctual payment of the principal
of, any premium on, and any interest on, all the outstanding Debt Securities and
the performance of every covenant in the applicable Indenture on the part of the
Company to be performed or observed; (ii) immediately after giving effect to
such transaction, no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have happened and be
continuing; and (iii) the Company shall have delivered to the applicable Debt
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance or transfer and such supplemental
indenture comply with the foregoing provisions relating to such transaction. In
case of any such consolidation, merger, conveyance or transfer, such successor
corporation will succeed to and be substituted for the Company as obligor on the
Debt Securities, with the same effect as if it had been named in the applicable
Indenture as the Company. Other than the restrictions on Mortgages described
below, the Indentures and the Debt Securities do not contain any covenants or
other provisions designed to protect holders of Debt Securities in the event of
a highly leveraged transaction involving the Company or any Subsidiary.
EVENTS OF DEFAULT; WAIVER AND NOTICE THEREOF; DEBT SECURITIES IN FOREIGN
CURRENCIES
As to any series of Debt Securities, an Event of Default is defined in each
Indenture as (i) default for 30 days in payment of any interest on the Debt
Securities of such series, or, in the case of the Subordinated Debt Indenture,
for a period of 90 days; (ii) default in payment of principal of or any premium
on the Debt Securities of such series at maturity; (iii) default in payment of
any sinking or purchase fund or analogous obligation, if any, on the Debt
Securities of such series; (iv) default by the Company in the performance of any
other covenant or warranty contained in the applicable Indenture for the benefit
of such series which shall not have been remedied for a period of 90 days after
notice is given as specified in the applicable Indenture; and (v) certain events
of bankruptcy, insolvency and reorganization of the Company.
A default under other indebtedness of the Company will not be a default
under the Indentures and a default under one series of Debt Securities will not
necessarily be a default under another series.
Each Indenture provides that (i) if an Event of Default described in clause
(i), (ii), (iii) or (iv) above (if the Event of Default under clause (iv) is
with respect to less than all series of Debt Securities then outstanding) shall
have occurred and be continuing with respect to any series, either the
applicable Debt Trustee or the holders of not less than 25% in aggregate
principal amount of the Debt Securities of such series
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<PAGE> 12
then outstanding (each such series acting as a separate class) may declare the
principal (or, in the case of Original Issue Discount Securities, the portion
thereof specified in the terms thereof) of all outstanding Debt Securities of
such series and the interest accrued thereon, if any, to be due and payable
immediately and (ii) if an Event of Default described in clause (iv) or (v)
above (if the Event of Default under clause (iv) is with respect to all series
of Debt Securities then outstanding) shall have occurred and be continuing,
either the applicable Debt Trustee or the holders of at least 25% in aggregate
principal amount of all Debt Securities then outstanding (treated as one class)
may declare the principal (or, in the case of Original Issue Discount
Securities, the portion thereof specified in the terms thereof) of all Debt
Securities then outstanding and the interest accrued thereon, if any, to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults (except for defaults in the payment of principal of,
any premium on, or any interest on, such Debt Securities and in compliance with
certain covenants) may be waived by the holders of a majority in aggregate
principal amount of the Debt Securities of such series then outstanding.
Under each Indenture the applicable Debt Trustee must give to the holders
of each series of Debt Securities notice of all uncured defaults known to it
with respect to such series within 90 days after such a default occurs (the term
"default" to include the events specified above without notice or grace periods,
except that in the case of any default of the type described in clause (iv)
above, no such notice shall be given until at least 90 days after the occurrence
thereof); provided that, except in the case of default in the payment of
principal of, any premium on, or any interest on, any of the Debt Securities, or
default in the payment of any sinking or purchase fund installment or analogous
obligations, the applicable Debt Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interests of the holders of the Debt Securities of such series.
No holder of any Debt Securities of any series may institute any action
under either Indenture unless (i) such holder shall have given the Debt Trustee
thereunder written notice of a continuing Event of Default with respect to such
series, (ii) the holders of not less than 25% in aggregate principal amount of
the Debt Securities of such series then outstanding shall have requested the
Debt Trustee thereunder to institute proceedings in respect of such Event of
Default, (iii) such holder or holders shall have offered the Debt Trustee
thereunder such reasonable indemnity as such Debt Trustee may require, (iv) the
Debt Trustee thereunder shall have failed to institute an action for 60 days
thereafter and (v) no inconsistent direction shall have been given to the Debt
Trustee thereunder during such 60-day period by the holders of a majority in
aggregate principal amount of Debt Securities of such series then outstanding.
The holders of a majority in aggregate principal amount of the Debt
Securities of any series affected and then outstanding will have the right,
subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the applicable Debt
Trustee or exercising any trust or power conferred on such Debt Trustee with
respect to such series of Debt Securities. Each Indenture provides that, in case
an Event of Default shall occur and be continuing, the Debt Trustee thereunder,
in exercising its rights and powers under such Indenture, will be required to
use the degree of care of a prudent person in the conduct of such person's own
affairs. Each Indenture further provides that the Debt Trustee thereunder shall
not be required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties under such Indenture unless it
has reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is reasonably assured to it.
The Company must furnish to the Debt Trustees within 120 days after the end
of each fiscal year a statement signed by one of certain officers of the Company
to the effect that a review of the activities of the Company during such year
and of its performance under the applicable Indenture and the terms of the Debt
Securities has been made, and, to the best of the knowledge of the signatories
based on such review, the Company has complied with all conditions and covenants
of such Indenture through such year or, if the Company is in default, specifying
such default.
If any Debt Securities are denominated in a coin or currency other than
that of the United States, then for the purposes of determining whether the
holders of the requisite principal amount of Debt Securities have taken any
action as herein described, the principal amount of such Debt Securities shall
be deemed to be that
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<PAGE> 13
amount of United States dollars that could be obtained for such principal amount
on the basis of the spot rate of exchange into United States dollars for the
currency in which such Debt Securities are denominated (as evidenced to the
applicable Debt Trustee by an Officers' Certificate) as of the date the taking
of such action by the holders of such requisite principal amount is evidenced to
the applicable Debt Trustee as provided in the respective Indenture.
If any Debt Securities are Original Issue Discount Securities, then for the
purposes of determining whether the holders of the requisite principal amount of
Debt Securities have taken any action herein described, the principal amount of
such Debt Securities shall be deemed to be the portion of such principal amount
that would be due and payable at the time of the taking of such action upon a
declaration of acceleration of maturity thereof.
MODIFICATION OF THE INDENTURES
The Indentures provide that the Company and the applicable Debt Trustee
may, without the consent of any holders of Debt Securities, enter into
supplemental indentures for the purposes, among other things, of adding to the
Company's covenants, adding additional Events of Default, establishing the form
or terms of any series of Debt Securities or curing ambiguities or
inconsistencies in such Indenture or making other provisions.
With certain exceptions, the applicable Indenture or the rights of the
holders of the Debt Securities may be modified by the Company and the applicable
Debt Trustee with the consent of the holders of a majority in aggregate
principal amount of the Debt Securities of each series affected by such
modification then outstanding, but no such modification may be made without the
consent of the holder of each outstanding Debt Security affected thereby which
would (i) change the maturity of any payment of principal of, or any premium on,
or any installment of interest on any Debt Security, or reduce the principal
amount thereof or the interest or any premium thereon, or change the method of
computing the amount of principal thereof or interest thereon on any date or
change any place of payment where, or the coin or currency in which, any Debt
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the maturity
thereof (or, in the case of redemption or repayment, on or after the redemption
date or the repayment date, as the case may be), (ii) reduce the percentage in
principal amount of the outstanding Debt Securities of any series, the consent
of whose holders is required for any such modification, or the consent of whose
holders is required for any waiver of compliance with certain provisions of the
applicable Indenture or certain defaults thereunder and their consequences
provided for in such Indenture, or (iii) modify any of the provisions of certain
Sections of the applicable Indenture, including the provisions summarized in
this paragraph, except to increase any such percentage or to provide that
certain other provisions of such Indenture cannot be modified or waived without
the consent of the holder of each outstanding Debt Security affected thereby.
SATISFACTION AND DISCHARGE OF THE INDENTURES; DEFEASANCE
The Indentures shall generally cease to be of any further effect with
respect to a series of Debt Securities if (i) the Company has delivered to the
applicable Debt Trustee for cancellation all Debt Securities of such series
(with certain limited exceptions) or (ii) all Debt Securities of such series not
theretofore delivered to the applicable Debt Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year, and the Company
shall have deposited with the applicable Debt Trustee as trust funds the entire
amount sufficient (in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
applicable Debt Trustee) without consideration of any reinvestment and after
payment of all taxes or other charges and assessments in respect thereof payable
by the applicable Debt Trustee to pay at maturity or upon redemption all such
Debt Securities, no default with respect to the Debt Securities has occurred and
is continuing on the date of such deposit, such deposit does not result in a
breach or violation of, or constitute a default under, the applicable Indenture
or any other agreement or instrument to which the Company is a party and the
Company delivered an officers' certificate and an opinion of counsel each
stating that such conditions have been complied with (and if, in either case,
the Company shall also pay or cause to be paid all other sums payable under the
applicable Indenture by the Company).
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<PAGE> 14
In addition, the Company shall have a "legal defeasance option" (pursuant
to which it may terminate, with respect to the Debt Securities of a particular
series, all of its obligations under such Debt Securities and the applicable
Indenture with respect to such Debt Securities) and a "covenant defeasance
option" (pursuant to which it may terminate, with respect to the Debt Securities
of a particular series, its obligations with respect to such Debt Securities
under certain specified covenants contained in the applicable Indenture). If the
Company exercises its legal defeasance option with respect to a series of Debt
Securities, payment of such Debt Securities may not be accelerated because of an
Event of Default. If the Company exercises its covenant defeasance option with
respect to a series of Debt Securities, payment of such Debt Securities may not
be accelerated because of an Event of Default related to the specified
covenants.
The Company may exercise its legal defeasance option or its covenant
defeasance option with respect to the Debt Securities of a series only if (i)
the Company irrevocably deposits in trust with the applicable Debt Trustee cash
or U.S. Government Obligations (as defined in the applicable Indenture) for the
payment of principal, premium, if any, and interest with respect to such Debt
Securities to maturity or redemption, as the case may be, (ii) the Company
delivers to the applicable Debt Trustee a certificate from a nationally
recognized firm of independent public accountants expressing their opinion that
the payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium, if any, and interest when due with
respect to all the Debt Securities of such series to maturity or redemption, as
the case may be, (iii) 91 days pass after the deposit is made and during the
91-day period no default described in clause (v) under "-- Events of Default,
Waiver and Notice Thereof; Debt Securities in Foreign Currencies" above with
respect to the Company occurs that is continuing at the end of such period, (iv)
no Default has occurred and is continuing on the date of such deposit and after
giving effect thereto, (v) the deposit does not constitute a default under any
other agreement binding on the Company, (vi) the Company delivers to the
applicable Debt Trustee an opinion of counsel to the effect that the trust
resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940, (vii) the Company
shall have delivered to the applicable Debt Trustee an opinion of counsel
addressing certain federal income tax matters relating to the defeasance, and
(viii) the Company delivers to the applicable Debt Trustee an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent to the defeasance and discharge of the Debt Securities of such series
as contemplated by the applicable Indenture have been complied with.
The applicable Debt Trustee shall hold in trust cash or U.S. Government
Obligations deposited with it as described above and shall apply the deposited
cash and the proceeds from deposited U.S. Government Obligations to the payment
of principal, premium, if any, and interest with respect to the Debt Securities
of the defeased series.
CONCERNING THE DEBT TRUSTEES
The Debt Trustee for the Senior Debt Securities and the Debt Trustee for
the Subordinated Debt Securities will be identified in the relevant Prospectus
Supplement. In certain instances, the Company or the holders of a majority of
the then outstanding principal amount of the Debt Securities issued under an
indenture may remove the Debt Trustee and appoint a successor Debt Trustee. The
Debt Trustee may become the owner or pledgee of any of the Debt Securities with
the same rights, subject to certain conflict of interest restrictions, it would
have if it were not the Debt Trustee. The Debt Trustee and any successor trustee
must be a corporation organized and doing business as a commercial bank or trust
company under the laws of the United States or of any state thereof, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to examination by federal or
state authority. From time to time and subject to applicable law relating to
conflicts of interest, the Debt Trustee may also serve as trustee under other
indentures relating to Debt Securities issued by the Company or affiliated
companies and may engage in commercial transactions with the Company and
affiliated companies. The initial Debt Trustee under each Indenture is The Bank
of New York, who currently serves as the transfer agent and registrar for the
Common Stock and is a lender to the Company under the Company's Amended and
Restated Credit Agreement dated April 10, 1997.
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SENIOR DEBT SECURITIES
In addition to the provisions previously described herein and applicable to
all Debt Securities, the following description of the Senior Debt Securities
summarizes certain general terms and provisions of the Senior Debt Securities to
which any Prospectus Supplement may relate. The particular terms of the Senior
Debt Securities offered by any Prospectus Supplement and the extent, if any, to
which such general provisions may apply to any series of Senior Debt Securities
will be described in the Prospectus Supplement relating thereto.
Ranking of Senior Debt Securities
Unless otherwise specified in a Prospectus Supplement for a particular
series of Debt Securities, all series of Senior Debt Securities will be senior
indebtedness of the Company and will be direct, unsecured obligations of the
Company, ranking on a parity with all other unsecured and unsubordinated
indebtedness of the Company. The Company is a holding company and the Debt
Securities will be effectively subordinated to all existing and future
liabilities, including indebtedness, of the Company's subsidiaries. See "Holding
Company Structure."
Covenants of the Company
The Senior Indenture contains the covenants summarized below, which will be
applicable (unless waived or amended) so long as any of the Senior Debt
Securities are outstanding, unless stated otherwise in the Prospectus
Supplement.
Limitation on Mortgages. The Company will not, nor will it permit any
Restricted Subsidiary to, create, assume, incur or suffer to exist (i) any
Mortgage upon any stock or indebtedness of any Restricted Subsidiary,
whether owned on the date of the Senior Indenture or thereafter acquired,
to secure any Debt of the Company or any other person (other than the
Senior Debt Securities), or (ii) any Mortgage upon any Principal Property,
whether owned or leased on the date of the Senior Indenture, or thereafter
acquired, to secure any Debt of the Company or any other person (other than
the Senior Debt Securities), without in any such case making effective
provision whereby all the outstanding Senior Debt Securities shall be
directly secured equally and ratably with such Debt. There will be excluded
from this restriction any Mortgage upon stock or indebtedness of a
corporation existing at the time such corporation becomes a Subsidiary or
at the time stock or indebtedness of a Subsidiary is acquired and any
extension, renewal or replacement of any such Mortgage; provided, however,
that the principal amount of Debt secured thereby shall not exceed the
principal amount of Debt so secured at the time of such extension, renewal
or replacement; and provided further, that such Mortgage shall be limited
to all or such part of the stock or indebtedness which secured the Mortgage
so extended, renewed or replaced.
There will be excluded from the restriction referred to in the next
preceding paragraph the following Mortgages (the Mortgages set forth in the
following clauses (i) through (viii) the "Permitted Mortgages"): (i) any
Mortgage upon property owned or leased by a corporation existing at the
time such corporation becomes a Restricted Subsidiary, (ii) any Mortgage
upon property existing at the time of the acquisition thereof or to secure
payment of any part of the purchase price thereof or any Debt incurred to
finance the purchase thereof, (iii) any Mortgage upon property to secure
any part of the cost of development, construction, alteration, repair or
improvement of such property, or Debt incurred to finance such cost, (iv)
any Mortgage securing Debt of a Restricted Subsidiary owing to the Company
or to another Restricted Subsidiary, (v) any Mortgage existing on the date
of the Senior Indenture, (vi) any Mortgage on property of the Company or a
Restricted Subsidiary in favor of the United States of America or any State
or political subdivision thereof, or in favor of any other country or any
political subdivision thereof, to secure payment pursuant to any contract
or statute or to secure any indebtedness incurred for the purpose of
financing all or part of the purchase price or the cost of construction or
improvement of the property subject to such Mortgage, (vii) any Mortgage on
any property subsequently acquired by the Company or any Restricted
Subsidiary, contemporaneously with such acquisition or within 120 days
thereafter, to secure or provide for the payment of any part of the
purchase price of such
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property, or any Mortgage assumed by the Company or any Restricted
Subsidiary upon any property subsequently acquired by the Company or any
Restricted Subsidiary which were existing at the time of such acquisition,
provided that the amount of any Indebtedness secured by any such Mortgage
created or assumed does not exceed the cost to the Company or Restricted
Subsidiary, as the case may be, of the property covered by such Mortgage,
and (viii) any extension, renewal or replacement, in whole or in part, of
any Mortgage referred to in the foregoing clauses (i) through (vii);
provided, however, that the principal amount of Debt secured thereby shall
not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement; and provided, further, that such
Mortgage shall be limited to all or such part of the property which secured
the Mortgage so extended, renewed or replaced.
Notwithstanding the foregoing, the Company may, and may permit any
Restricted Subsidiary to, create, assume, incur or suffer to exist any
Mortgage upon any Principal Property without equally and ratably securing
the Senior Debt Securities if the aggregate amount of all Debt then
outstanding secured by such Mortgage and all similar Mortgages does not
exceed 15% of the total consolidated shareholders' equity (including
Preferred Stock) of the Company as shown on the audited consolidated
balance sheet contained in the latest annual report to shareholders of the
Company; provided that Debt secured by Permitted Mortgages shall not be
included in the amount of such secured Debt.
Sale and Leaseback Transactions. The Company will not, nor will it
permit any Restricted Subsidiary to, enter into any arrangement with any
person providing for the leasing by the Company or a Restricted Subsidiary
as lessee of any Principal Property (except for temporary leases for a
term, including renewals, of not more than three years), which property has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such person (herein referred to as a "Sale-Leaseback
Transaction"), unless (i) such Sale-Leaseback Transaction occurs within 120
days from the date of acquisition of such Principal Property or the date of
the completion of construction or commencement of full operations on such
Principal Property, whichever is later, or (ii) the Company, within 120
days after such Sale-Leaseback Transaction, applies or causes to be applied
to the retirement of Funded Debt of the Company or any Subsidiary (other
than Funded Debt of the Company which by its terms or the terms of the
instrument pursuant to which it was issued is subordinate in right of
payment to the Senior Debt Securities) an amount not less than the net
proceeds of the sale of such Principal Property. Notwithstanding the
foregoing provisions, the Company may, and may permit any Restricted
Subsidiary to, effect any Sale-Leaseback Transaction involving any
Principal Property, provided that the net sale proceeds from such
Sale-Leaseback Transaction, together with all Debt secured by Mortgages
other than Permitted Mortgages, does not exceed 15% of the total
consolidated shareholders' equity of the Company as shown on the audited
consolidated balance sheet contained in the latest annual report to
shareholders of the Company.
Definitions
For the purposes of the description of the Senior Debt Securities:
"Debt" means indebtedness for money borrowed.
"Funded Debt" of any person means all indebtedness for borrowed money
created, incurred, assumed or guaranteed in any manner by such person, and all
indebtedness, contingent or otherwise, incurred or assumed by such person in
connection with the acquisition of any business, property or asset, which in
each case matures more than one year after, or which by its terms is renewable
or extendible or payable out of the proceeds of similar indebtedness incurred
pursuant to the terms of any revolving credit agreement or any similar agreement
at the option of such person for a period ending more than one year after the
date as of which Funded Debt is being determined; provided, however, that Funded
Debt shall not include (i) any indebtedness for the payment, redemption or
satisfaction of which money (or evidences of indebtedness, if permitted under
the instrument creating or evidencing such indebtedness) in the necessary amount
shall have been irrevocably deposited in trust with a trustee or proper
depository either on or before the maturity or redemption date thereof or (ii)
any indebtedness of such person to any of its Subsidiaries or of any Subsidiary
to such person or any other Subsidiary or (iii) any indebtedness incurred in
connection with the financing of
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operating, construction or acquisition projects, provided that the recourse for
such indebtedness is limited to the assets of such projects.
"Mortgage" means any mortgage, pledge, lien, encumbrance, charge or
security interest of any kind.
"Principal Property" means any radio broadcasting, television broadcasting
or outdoor advertising property located in the United States owned or leased by
the Company or any subsidiary, unless, in the opinion of the Board of Directors
of the Company, any of such properties are not in the aggregate of material
importance to the total business conducted by the Company and its Subsidiaries
as an entirety.
"Restricted Subsidiary" means each Subsidiary as of the date of the
Indenture and each Subsidiary thereafter created or acquired, unless expressly
excluded by resolution of the Board of Directors of the Company before, or
within 120 days following, such creation or acquisition.
"Subsidiary", when used with respect to the Company, means any corporation
of which a majority of the outstanding voting stock is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or both.
SUBORDINATED DEBT SECURITIES
In addition to the provisions previously described herein and applicable to
all Debt Securities, the following description of the Subordinated Debt
Securities summarizes certain general terms and provisions of the Subordinated
Debt Securities to which any Prospectus Supplement may relate. The particular
terms of the Subordinated Debt Securities offered by any Prospectus Supplement
and the extent, if any, to which such general provisions may apply to any series
of Subordinated Debt Securities will be described in the Prospectus Supplement
relating thereto.
Ranking of Subordinated Debt Securities
The Subordinated Debt Securities will be subordinated in right of payment
to certain other indebtedness of the Company to the extent set forth in the
applicable Prospectus Supplement.
The payment of the principal of, premium, if any, and interest on the
Subordinated Debt Securities will be subordinated in right of payment to the
prior payment in full of all Senior Indebtedness of the Company and pari passu
with the Company's trade creditors. No payment on account of principal of,
premium, if any, or interest on the Subordinated Debt Securities and no
acquisition of, or payment on account of any sinking fund for, the Subordinated
Debt Securities may be made unless full payment of amounts then due for
principal, premium, if any, and interest then due on all Senior Indebtedness by
reason of the maturity thereof (by lapse of time, acceleration or otherwise) has
been made or duly provided for in cash or in a manner satisfactory to the
holders of such Senior Indebtedness. In addition, the Subordinated Indenture
provides that if a default has occurred giving the holders of such Senior
Indebtedness the right to accelerate the maturity thereof, or an event has
occurred which, with the giving of notice, or lapse of time, or both, would
constitute such an event of
default, then unless and until such event shall have been cured or waived or
shall have ceased to exist, no payment on account of principal, premium, if any,
or interest on the Subordinated Debt Securities and no acquisition of, or
payment on account of a sinking fund for, the Subordinated Debt Securities may
be made. The Company shall give prompt written notice to the Subordinated
Trustee of any default under any Senior Indebtedness or under any agreement
pursuant to which Senior Indebtedness may have been issued. The Subordinated
Indenture provisions described in this paragraph, however, do not prevent the
Company from making a sinking fund payment with Subordinated Debt Securities
acquired prior to the maturity of Senior Indebtedness or, in the case of
default, prior to such default and notice thereof. Upon any distribution of its
assets in connection with any dissolution, liquidation or reorganization of the
Company, all Senior Indebtedness must be paid in full before the holders of the
Subordinated Debt Securities are entitled to any payments whatsoever. As a
result of these subordination provisions, in the event of the Company's
insolvency, holders of the Subordinated Debt Securities may recover ratably less
than senior creditors of the Company.
For purposes of the description of the Subordinated Debt Securities, the
term "Senior Indebtedness" means the principal of and premium, if any, and
interest on the following, whether outstanding on the date of
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execution of the Subordinated Indenture or thereafter incurred or created (i)
indebtedness of the Company for money borrowed by the Company (including
purchase money obligations with an original maturity in excess of one year) or
evidenced by securities (other than the Subordinated Debt Securities or Junior
Subordinated Debt Securities), notes, bankers' acceptances or other corporate
debt securities or similar instruments issued by the Company; (ii) obligations
with respect to letters of credit; (iii) indebtedness of the Company
constituting a guarantee of indebtedness of others of the type referred to in
the preceding clauses (i) and (ii); or (iv) renewals, extensions or refundings
of any of the indebtedness referred to in the preceding clauses (i), (ii) and
(iii) unless, in the case of any particular indebtedness, renewal, extension or
refunding, under the express provisions of the instrument creating or evidencing
the same, or pursuant to which the same is outstanding, such indebtedness or
such renewal, extension or refunding thereof is not superior in right of payment
to the Subordinated Debt Securities.
DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES
The following description of the terms of the Junior Subordinated Debt
Securities summarizes certain general terms and provisions of the Junior
Subordinated Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Junior Subordinated Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to any series of Junior Subordinated Debt Securities will be described
in the Prospectus Supplement relating thereto.
Junior Subordinated Debt Securities may be issued from time to time in one
or more series under an Indenture (the "Junior Subordinated Indenture") between
the Company and The Bank of New York or such other trustee as may be named in a
Prospectus Supplement (the "Junior Subordinated Indenture Trustee"). The form of
Junior Subordinated Indenture has been filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. The following description
summarizes the material terms of the Junior Subordinated Indenture and is
qualified in its entirety by reference to the Junior Subordinated Indenture and
the Trust Indenture Act. Whenever particular provisions or defined terms in the
Junior Subordinated Indenture are referred to herein, such provisions or defined
terms are incorporated by reference herein.
GENERAL
The Junior Subordinated Debt Securities will be unsecured, junior
subordinated obligations of the Company. The Junior Subordinated Indenture does
not limit the amount of additional indebtedness the Company or any of its
subsidiaries may incur. Since the Company is a holding company, the Company's
rights and the rights of its creditors, including the holders of Junior
Subordinated Debt Securities, to participate in the assets of any subsidiary
upon the latter's liquidation or recapitalization will be subject to the prior
claims of the subsidiary's creditors, except to the extent that the Company may
itself be a creditor with recognized claims against the subsidiary.
The Junior Subordinated Indenture does not limit the aggregate principal
amount of indebtedness which may be issued thereunder and provides that Junior
Subordinated Debt Securities may be issued thereunder from time to time in one
or more series. The Junior Subordinated Debt Securities are issuable in one or
more series pursuant to a board resolution or an indenture supplemental to the
Junior Subordinated Indenture.
In the event Junior Subordinated Debt Securities are issued to a CCCI Trust
or a Trustee of such CCCI Trust in connection with the issuance of Preferred
Securities by such CCCI Trust, such Junior Subordinated Debt Securities
subsequently may be distributed pro rata to the holders of such Preferred
Securities in connection with the dissolution of such CCCI Trust upon the
occurrence of certain events described in the applicable Prospectus Supplement.
Only one series of Junior Subordinated Debt Securities will be issued to a CCCI
Trust or a Trustee of such CCCI Trust in connection with the issuance of
Preferred Securities by such CCCI Trust.
Reference is made to the Prospectus Supplement for the following terms of
the series of Junior Subordinated Debt Securities being offered hereby (to the
extent such terms are applicable to the Junior Subordinated Debt Securities):
(i) the specific designation of such Junior Subordinated Debt Securities,
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aggregate principal amount and purchase price; (ii) any limit on the aggregate
principal amount of such Junior Subordinated Debt Securities; (iii) the date or
dates on which the principal of such Junior Subordinated Debt Securities is
payable and the right, if any, to extend such date or dates; (iv) the rate or
rates at which such Junior Subordinated Debt Securities will bear interest or
the method of calculating such rate or rates, if any; (v) the date or dates from
which such interest shall accrue, the interest payment dates on which such
interest will be payable or the manner of determination of such interest payment
dates and the record dates for the determination of holders to whom interest is
payable on any such interest payment dates; (vi) the right, if any, to extend
the interest payment periods and the duration of such extension; (vii) the
period or periods within which, the price or prices at which, and the terms and
conditions upon which, such Junior Subordinated Debt Securities may be redeemed,
in whole or in part, at the option of the Company; (viii) the obligation, if
any, of the Company to redeem or purchase such Junior Subordinated Debt
Securities pursuant to any sinking fund or analogous provisions or at the option
of the holder thereof and the period or periods within which, the price or
prices at which, and the terms and conditions upon which, such Junior
Subordinated Debt Securities shall be redeemed or purchased, in whole or part,
pursuant to such obligation; (ix) any applicable federal income tax
consequences, including whether and under what circumstances the Company will
pay additional amounts on the Junior Subordinated Debt Securities held by a
person who is not a U.S. person in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem such Junior Subordinated Debt Securities rather than
pay such additional amounts; (x) the form of such Junior Subordinated Debt
Securities; (xi) if other than denominations of $25 or any integral multiple
thereof, the denominations in which such Junior Subordinated Debt Securities
shall be issuable; (xii) any and all other terms with respect to such series,
including any modification of or additions to the events of default or covenants
provided for with respect to the Junior Subordinated Debt Securities, and any
terms which may be required by or advisable under applicable laws or regulations
not inconsistent with the Junior Subordinated Indenture; (xiii) the terms and
conditions upon which the Junior Subordinated Debt Securities may be convertible
into or exchanged for Common Stock, Preferred Stock, Preferred Securities, or
indebtedness or other securities of any kind of the Company; and (xiv) whether
such Junior Subordinated Debt Securities are issuable as a global security, and
in such case, the identity of the depositary.
Unless otherwise indicated in the applicable Prospectus Supplement, the
Junior Subordinated Debentures will be issued in United States dollars in fully
registered form without coupons in denominations of $25 or integral multiples
thereof. No service charge will be made for any transfer or exchange of any
Junior Subordinated Debt Securities, but the Company may, except in certain
specified cases not involving any transfer, require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Unless otherwise set forth in the Prospectus Supplement, interest on outstanding
Junior Subordinated Debt Securities will be paid to holders of record on the
date which is 15 days immediately prior to the date such interest is to be paid.
Junior Subordinated Debt Securities may bear interest at a fixed rate or a
floating rate. Junior Subordinated Debt Securities bearing no interest or
interest at a rate that at the time of issuance is below the prevailing market
rate will be sold at a discount below their stated principal amount. Special
federal income tax considerations applicable to any such discounted Junior
Subordinated Debt Securities or to certain Junior Subordinated Debt Securities
issued at par which are treated as having been issued at a discount for federal
income tax purposes will be described in the applicable Prospectus Supplement.
GLOBAL SECURITIES
If any Junior Subordinated Debt Securities of a series are represented by
one or more Global Securities, the applicable Prospectus Supplement will
describe the circumstances, if any, under which beneficial owners of interests
in any such Global Security may exchange such interests for Junior Subordinated
Debt Securities of such series and of like tenor and principal amount in any
authorized form and denomination. Principal of, and any premium and interest on,
a Global Security will be payable in the manner described in the applicable
Prospectus Supplement.
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The specific terms of the depositary arrangement with respect to any
portion of a series of Junior Subordinated Debt Securities to be represented by
a Global Security will be described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
The Junior Subordinated Indenture provides that the Company may not
consolidate with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any person, unless (i) the
successor corporation shall be a corporation organized and existing under the
laws of the United States or any State thereof or the District of Columbia, and
shall expressly assume by a supplemental indenture the due and punctual payment
of the principal of, any premium on, and any interest on, all the outstanding
Junior Subordinated Debt Securities and the performance of every covenant in the
Junior Subordinated Indenture on the part of the Company to be performed or
observed; (ii) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and (iii) the
Company shall have delivered to the applicable Junior Subordinated Indenture
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance or transfer and such supplemental
indenture comply with the foregoing provisions relating to such transaction. In
case of any such consolidation, merger, conveyance or transfer, such successor
corporation will succeed to and be substituted for the Company as obligor on the
Junior Subordinated Debt Securities, with the same effect as if it had been
named in the Junior Subordinated Indenture as the Company. The Junior
Subordinated Indentures and the Junior Subordinated Debt Securities do not
contain any covenants or other provisions designed to protect holders of Junior
Subordinated Debt Securities in the event of a highly leveraged transaction
involving the Company or any Subsidiary.
EVENTS OF DEFAULT; WAIVER AND NOTICE THEREOF; JUNIOR SUBORDINATED DEBT
SECURITIES IN FOREIGN CURRENCIES
As to any series of Junior Subordinated Debt Securities, an Event of
Default is defined in each Junior Subordinated Indenture as (i) default for 90
days in payment of any interest on the Junior Subordinated Debt Securities of
such series (subject to the deferral of any due date in the case of an Extension
Period); (ii) default in payment of principal of or any premium on the Junior
Subordinated Debt Securities of such series at maturity; (iii) default in
payment of any sinking or purchase fund or analogous obligation, if any, on the
Junior Subordinated Debt Securities of such series; (iv) default by the Company
in the performance, or breach, of any other covenant or warranty contained in
the Junior Subordinated Indenture for the benefit of such series which shall not
have been remedied for a period of 90 days after notice is given as specified in
the Junior Subordinated Indenture; and (v) certain events of bankruptcy,
insolvency and reorganization of the Company.
A default under other indebtedness of the Company will not be a default
under the Junior Subordinated Indentures and a default under one series of Debt
Securities or Junior Subordinated Debt Securities will not necessarily be a
default under another series.
The Junior Subordinated Indenture provides that (i) if an Event of Default
described in clause (i), (ii), (iii) or (iv) above (if the Event of Default
under clause (iv) above is with respect to less than all series of Junior
Subordinated Debt Securities outstanding) shall have occurred and be continuing
with respect to any series, either the Junior Subordinated Indenture Trustee or
the holders of not less than 25% in aggregate principal amount of the Junior
Subordinated Debt Securities of such series then outstanding (each such series
acting as a separate class) may declare the principal (or, in the case of
Original Issue Discount Securities, the portion thereof specified in the terms
thereof) of all outstanding Junior Subordinated Debt Securities of such series
and the interest accrued thereon, if any, to be due and payable immediately, and
(ii) if an Event of Default described in clause (iv) or (v) above (if the Event
of Default under clause (iv) above is with respect to all series of Junior
Subordinated Debt Securities then outstanding) shall have occurred and be
continuing, either the Junior Subordinated Indenture Trustee or the holders of
at least 25% in aggregate principal amount of all Junior Subordinated Debt
Securities then outstanding (treated as one class) may declare the principal
(or, in the case of Original Issue Discount Securities, the portion thereof
specified in the terms thereof) of all
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Junior Subordinated Debt Securities then outstanding and the interest accrued
thereon, if any, to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults (except for defaults in the
payment of principal of, any premium on, or any interest on, such Junior
Subordinated Debt Securities and in compliance with certain covenants) may be
waived by the holders of a majority in aggregate principal amount of the Junior
Subordinated Debt Securities of such series then outstanding (subject to, in the
case of any series of Junior Subordinated Debt Securities held as trust assets
of a CCCI Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of the holders of the Preferred Securities
and the Common Securities of such CCCI Trust as may be required under the
Declaration of Trust of such CCCI Trust).
"Security Exchange" when used with respect to the Securities of any series
which are held as trust assets of a CCCI Trust pursuant to the Declaration of
Trust of such CCCI Trust means the distribution of the Securities of such series
by such CCCI Trust in exchange for the Preferred Securities and the Common
Securities of such CCCI Trust in dissolution of such CCCI Trust pursuant to the
Declaration of Trust of such CCCI Trust.
Under the Junior Subordinated Indenture the Junior Subordinated Indenture
Trustee must give to the holders of each series of Junior Subordinated Debt
Securities notice of all uncured defaults known to it with respect to such
series within 90 days after such a default occurs (the term "default" to include
the events specified above without notice or grace periods, except that in the
case of any default of the type described in clause (d) above, no such notice
shall be given until at least 90 days after the occurrence thereof); provided
that, except in the case of default in the payment of principal of, any premium
on, or any interest on, any of the Junior Subordinated Debt Securities, or
default in the payment of any sinking or purchase fund installment or analogous
obligations, the applicable Junior Subordinated Indenture Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of the Junior
Subordinated Debt Securities of such series.
No holder of any Junior Subordinated Debt Securities of any series may
institute any action under the Junior Subordinated Indenture unless (i) such
holder shall have given the Junior Subordinated Indenture Trustee thereunder
written notice of a continuing Event of Default with respect to such series,
(ii) the holders of not less than 25% in aggregate principal amount of the
Junior Subordinated Debt Securities of such series then outstanding shall have
requested the Junior Subordinated Indenture Trustee thereunder to institute
proceedings in respect of such Event of Default, (iii) such holder or holders
shall have offered the Junior Subordinated Indenture Trustee thereunder such
reasonable indemnity as such Junior Subordinated Indenture Trustee may require,
(iv) the Junior Subordinated Indenture Trustee thereunder shall have failed to
institute an action for 60 days thereafter and (v) no inconsistent direction
shall have been given to the Junior Subordinated Indenture Trustee thereunder
during such 60-day period by the holders of a majority in aggregate principal
amount of Junior Subordinated Debt Securities of such series then outstanding
(subject to, in the case of any series of Junior Subordinated Debt Securities
held as trust assets of a CCCI Trust and with respect to which a Security
Exchange has not theretofore occurred, such consent of the holders of the
Preferred Securities and the Common Securities of such CCCI Trust as may be
required under the Declaration of Trust of such CCCI Trust).
The holders of a majority in aggregate principal amount of the Junior
Subordinated Debt Securities of any series affected and then outstanding
(subject to, in the case of any series of Junior Subordinated Debt Securities
held as trust assets of a CCCI Trust and with respect to which a Security
Exchange has not theretofore occurred, such consent of the holders of the
Preferred Securities and the Common Securities of such CCCI Trust as may be
required under the Declaration of Trust of such CCCI Trust) will have the right,
subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the applicable Junior
Subordinated Indenture Trustee or exercising any trust or power conferred on
such Junior Subordinated Indenture Trustee with respect to such series of Junior
Subordinated Debt Securities. The Junior Subordinated Indenture provides that,
in case an Event of Default shall occur and be continuing, the Junior
Subordinated Indenture Trustee thereunder, in exercising its rights and powers
under such Junior Subordinated Indenture, will be required to use the degree of
care of a prudent person in the conduct of such person's own affairs. Each
Junior Subordinated Indenture further provides that the Junior
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Subordinated Indenture Trustee thereunder shall not be required to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties under such Junior Subordinated Indenture unless it has
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is reasonably assured to it.
The Company must furnish to the Junior Subordinated Indenture Trustee
within 120 days after the end of each fiscal year a statement signed by one of
certain officers of the Company to the effect that a review of the activities of
the Company during such year and of its performance under the Junior
Subordinated Indenture and the terms of the Junior Subordinated Debt Securities
has been made, and, to the best of the knowledge of the signatories based on
such review, the Company has complied with all conditions and covenants of such
Junior Subordinated Indenture through such year or, if the Company is in
default, specifying such default.
If any Junior Subordinated Debt Securities are denominated in a coin or
currency other than that of the United States, then for the purposes of
determining whether the holders of the requisite principal amount of Junior
Subordinated Debt Securities have taken any action as herein described, the
principal amount of such Junior Subordinated Debt Securities shall be deemed to
be that amount of United States dollars that could be obtained for such
principal amount on the basis of the spot rate of exchange into United States
dollars for the currency in which such Junior Subordinated Debt Securities are
denominated (as evidenced to the applicable Junior Subordinated Indenture by an
Officers' Certificate) as of the date the taking of such action by the holders
of such requisite principal amount is evidenced to the applicable Junior
Subordinated Indenture as provided in the respective Junior Subordinated
Indenture.
If any Junior Subordinated Debt Securities are Original Issue Discount
Securities, then for the purposes of determining whether the holders of the
requisite principal amount of Junior Subordinated Debt Securities have taken any
action herein described, the principal amount of such Junior Subordinated Debt
Securities shall be deemed to be the portion of such principal amount that would
be due and payable at the time of the taking of such action upon a declaration
of acceleration of maturity thereof.
MODIFICATION OF THE JUNIOR SUBORDINATED INDENTURE
The Junior Subordinated Indenture provides that the Company and the Junior
Subordinated Indenture Trustee may, without the consent of any holders of Junior
Subordinated Debt Securities, enter into supplemental indentures for the
purposes, among other things, of adding to the Company's covenants, adding
additional Junior Subordinated Indenture Events of Default, establishing the
form or terms of any series of Junior Subordinated Debt Securities or curing
ambiguities or inconsistencies in the Junior Subordinated Indenture or making
other provisions.
With certain exceptions, the Junior Subordinated Indenture or the rights of
the holders of the Junior Subordinated Debt Securities may be modified by the
Company and the Junior Subordinated Indenture Trustee with the consent of the
holders of a majority in aggregate principal amount of the Junior Subordinated
Debt Securities of each series affected by such modification then outstanding
(subject to, in the case of any series of Junior Subordinated Debt Securities
held as trust assets of a CCCI Trust and with respect to which a Security
Exchange has not theretofore occurred, such consent of the holders of the
Preferred Securities and the Common Securities of such CCCI Trust as may be
required under the Declaration of Trust of such CCCI Trust), but no such
modification may be made without the consent of the holder of each outstanding
Junior Subordinated Debt Security affected thereby (subject to, in the case of
any series of Junior Subordinated Debt Securities held as trust assets of a CCCI
Trust and with respect to which a Security Exchange has not theretofore
occurred, such consent of the holders of the Preferred Securities and the Common
Securities of such CCCI Trust as may be required under the Declaration of Trust
of such CCCI Trust) which would (i) change the maturity of any payment of
principal of, or any premium on, or any installment of interest on any Junior
Subordinated Debt Security, or reduce the principal amount thereof or the
interest or any premium thereon, or change the method of computing the amount of
principal thereof or interest thereon on any date or change any place of payment
where, or the coin or currency in which, any Junior Subordinated Debt Security
or any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any
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such payment on or after the maturity thereof (or, in the case of redemption or
repayment, on or after the redemption date or the repayment date, as the case
may be), (ii) reduce the percentage in principal amount of the outstanding
Junior Subordinated Debt Securities of any series, the consent of whose holders
is required for any such modification, or the consent of whose holders is
required for any waiver of compliance with certain provisions of the Junior
Subordinated Indenture or certain defaults thereunder and their consequences
provided for in such Indenture, or (iii) modify any of the provisions of certain
Sections of the Junior Subordinated Indenture, including the provisions
summarized in this paragraph, except to increase any such percentage or to
provide that certain other provisions of the Junior Subordinated Indenture
cannot be modified or waived without the consent of the holder of each
outstanding Junior Subordinated Debt Security affected thereby.
SATISFACTION AND DISCHARGE OF THE JUNIOR SUBORDINATED INDENTURE; DEFEASANCE
The Junior Subordinated Indenture shall generally cease to be of any
further effect with respect to a series of Junior Subordinated Debt Securities
if (i) the Company has delivered to the Junior Subordinated Indenture Trustee
for cancellation all Junior Subordinated Debt Securities of such series (with
certain limited exceptions) or (ii) all Junior Subordinated Debt Securities of
such series not theretofore delivered to the Junior Subordinated Indenture
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year, and the Company shall have deposited with the Junior
Subordinated Indenture Trustee as trust funds the entire amount sufficient (in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Junior
Subordinated Indenture Trustee) without consideration of any reinvestment and
after payment of all taxes or other charges and assessments in respect thereof
payable by the Junior Subordinated Indenture Trustee to pay at maturity or upon
redemption all such Junior Subordinated Debt Securities, no default with respect
to the Junior Subordinated Debt Securities has occurred and is continuing on the
date of such deposit, such deposit does not result in a breach or violation of,
or constitute a default under, the Junior Subordinated Indenture or any other
agreement or instrument to which the Company is a party and the Company
delivered an officers' certificate and an opinion of counsel each stating that
such conditions have been complied with (and if, in either case, the Company
shall also pay or cause to be paid all other sums payable under the Junior
Subordinated Indenture by the Company).
In addition, the Company shall have a "legal defeasance option" (pursuant
to which it may terminate, with respect to the Junior Subordinated Debt
Securities of a particular series, all of its obligations under such Junior
Subordinated Debt Securities and the Junior Subordinated Indenture with respect
to such Junior Subordinated Debt Securities) and a "covenant defeasance option"
(pursuant to which it may terminate, with respect to the Junior Subordinated
Debt Securities of a particular series, its obligations with respect to such
Junior Subordinated Debt Securities under certain specified covenants contained
in the Junior Subordinated Indenture). If the Company exercises its legal
defeasance option with respect to a series of Junior Subordinated Debt
Securities, payment of such Junior Subordinated Debt Securities may not be
accelerated because of an Event of Default. If the Company exercises its
covenant defeasance option with respect to a series of Junior Subordinated Debt
Securities, payment of such Junior Subordinated Debt Securities may not be
accelerated because of an Event of Default related to the specified covenants.
The Company may exercise its legal defeasance option or its covenant
defeasance option with respect to the Junior Subordinated Debt Securities of a
series only if (i) the Company irrevocably deposits in trust with the Junior
Subordinated Indenture Trustee cash or U.S. Government Obligations (as defined
in the Junior Subordinated Indenture) for the payment of principal, premium, if
any, and interest with respect to such Junior Subordinated Debt Securities to
maturity or redemption, as the case may be, (ii) the Company delivers to the
Junior Subordinated Indenture Trustee a certificate from a nationally recognized
firm of independent public accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium, if any, and interest when due with
respect to all the Junior Subordinated Debt Securities of such series to
maturity or redemption, as the case may be, (iii) 91 days pass after the deposit
is made and during the 91-day period no
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default described in clause (v) under "-- Events of Default, Waiver and Notice
Thereof; Junior Subordinated Debt Securities in Foreign Currencies" above with
respect to the Company occurs that is continuing at the end of such period, (iv)
no Default has occurred and is continuing on the date of such deposit and after
giving effect thereto, (v) the deposit does not constitute a default under any
other agreement binding on the Company, (vi) the Company delivers to the Junior
Subordinated Indenture Trustee an opinion of counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of 1940, (vii) the
Company shall have delivered to the Junior Subordinated Indenture Trustee an
opinion of counsel addressing certain federal income tax matters relating to the
defeasance, and (viii) the Company delivers to the Junior Subordinated Indenture
Trustee an officers' certificate and an opinion of counsel, each stating that
all conditions precedent to the defeasance and discharge of the Junior
Subordinated Debt Securities of such series as contemplated by the Junior
Subordinated Indenture have been complied with.
The Junior Subordinated Indenture Trustee shall hold in trust cash or U.S.
Government Obligations deposited with it as described above and shall apply the
deposited cash and the proceeds from deposited U.S. Government Obligations to
the payment of principal, premium, if any, and interest with respect to the
Junior Subordinated Debt Securities of the defeased series.
CONCERNING THE JUNIOR SUBORDINATED INDENTURE TRUSTEE
The Junior Subordinated Indenture Trustee for the Junior Subordinated Debt
Securities will be identified in the relevant Prospectus Supplement. In certain
instances, the Company or the holders of a majority of the then outstanding
principal amount of the Junior Subordinated Debt Securities issued under an
Junior Subordinated Indenture may remove the Junior Subordinated Indenture
Trustee and appoint a successor Junior Subordinated Indenture Trustee. The
Junior Subordinated Indenture Trustee may become the owner or pledgee of any of
the Junior Subordinated Debt Securities with the same rights, subject to certain
conflict of interest restrictions, it would have if it were not the Junior
Subordinated Indenture Trustee. The Junior Subordinated Indenture Trustee and
any successor trustee must be a corporation organized and doing business as a
commercial bank or trust company under the laws of the United States or of any
state thereof, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to
examination by federal or state authority. From time to time and subject to
applicable law relating to conflicts of interest, the Junior Subordinated
Indenture Trustee may also serve as trustee under other indentures relating to
Debt Securities or Junior Subordinated Debt Securities issued by the Company or
affiliated companies and may engage in commercial transactions with the Company
and affiliated companies. Initially, the Junior Subordinated Indenture Trustee
is The Bank of New York, who currently serves as the transfer agent and
registrar for the Common Stock and is a lender to the Company under the
Company's Amended and Restated Credit Agreement dated April 10, 1997.
CERTAIN COVENANTS OF THE COMPANY APPLICABLE TO THE JUNIOR SUBORDINATED DEBT
SECURITIES
If Junior Subordinated Debt Securities are issued to a CCCI Trust in
connection with the issuance of Preferred Securities by such CCCI Trust, the
Company covenants in the Junior Subordinated Indenture that, so long as the
Preferred Securities of such CCCI Trust remain outstanding, the Company will not
declare or pay any dividends on, or redeem, purchase, acquire or make a
distribution or liquidation payment with respect to, any Common Stock or
Preferred Stock or make any guarantee payments with respect thereto if at such
time (i) the Company shall be in default with respect to its Guarantee Payments
(as defined herein) or other payment obligations under the related Guarantee,
(ii) there shall have occurred any Junior Subordinated Indenture Event of
Default with respect to such Junior Subordinated Debt Securities, or (iii) in
the event that Junior Subordinated Debt Securities are issued to the applicable
CCCI Trust in connection with the issuance of Preferred Securities by such CCCI
Trust, the Company shall have given notice of its election to defer payments of
interest on such Junior Subordinated Debt Securities by extending the interest
payment period as provided in the terms of the Junior Subordinated Debt
Securities and such period, or any extension thereof, is continuing; provided,
however, that the foregoing restrictions shall not apply to (a) dividends,
redemptions, purchases, acquisitions, distributions or payments made by the
Company by way of issuance of shares of its
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capital stock, (b) any declaration of a dividend under a shareholder rights plan
or in connection with the implementation of a shareholder rights plan, the
issuance of capital stock of the Company under a shareholder rights plan or the
redemption or repurchase of any such right distributed pursuant to a shareholder
rights plan, (c) payments of accrued dividends by the Company upon the
redemption, exchange or conversion of any Preferred Stock as may be outstanding
from time to time in accordance with the terms of such Preferred Stock, (d) cash
payments made by the Company in lieu of delivering fractional shares upon the
redemption, exchange or conversion of any Preferred Stock as may be outstanding
from time to time in accordance with the terms of such Preferred Stock, (e)
payments under the Guarantees, or (f) purchases of Common Stock related to the
issuance of Common Stock or rights under any of the Company's benefit plans for
its directors, officers or employees, or related to the issuance of Common Stock
or rights under a dividend reinvestment and stock purchase plan. In addition, if
Junior Subordinated Debt Securities are issued to a CCCI Trust in connection
with the issuance of Preferred Securities by such CCCI Trust, for so long as the
Preferred Securities of such CCCI Trust remain outstanding, the Company has
agreed (1) to remain the sole direct or indirect owner of all the outstanding
Common Securities issued by such CCCI Trust and not to cause or permit such
Common Securities to be transferred except to the extent permitted by the
Declaration of such CCCI Trust; provided that any permitted successor of the
Company under the Junior Subordinated Indenture may succeed to the Company's
ownership of such Common Securities, (2) to comply fully with all its
obligations and agreements under such Declaration and (3) not to take any action
which would cause such CCCI Trust to cease to be treated as a grantor trust for
federal income tax purposes, except in connection with a distribution of Junior
Subordinated Debt Securities.
SUBORDINATION
The Junior Subordinated Debt Securities will be subordinated and junior in
right of payment to certain other indebtedness of the Company to the extent set
forth in the applicable Prospectus Supplement.
The payment of the principal of, premium, if any, and interest on the
Junior Subordinated Debt Securities will be subordinated in right of payment to
the prior payment in full of all Senior Indebtedness of the Company and pari
passu with the Company's trade creditors. No payment on account of principal of,
premium, if any, or interest on the Junior Subordinated Debt Securities and no
acquisition of, or payment on account of any sinking fund for, the Junior
Subordinated Debt Securities may be made unless full payment of amounts then due
for principal, premium, if any, and interest then due on all Senior Indebtedness
by reason of the maturity thereof (by lapse of time, acceleration or otherwise)
has been made or duly provided for in cash or in a manner satisfactory to the
holders of such Senior Indebtedness. In addition, the Junior Subordinated
Indenture provides that if a default has occurred giving the holders of such
Senior Indebtedness the right to accelerate the maturity thereof, or an event
has occurred which, with the giving of notice, or lapse of time, or both, would
constitute such an event of default, then unless and until such event shall have
been cured or waived or shall have ceased to exist, no payment on account of
principal, premium, if any, or interest on the Junior Subordinated Debt
Securities and no acquisition of, or payment on account of a sinking fund for,
the Junior Subordinated Debt Securities may be made. The Company shall give
prompt written notice to the Junior Subordinated Indenture Trustee of any
default under any Senior Indebtedness or under any agreement pursuant to which
Senior Indebtedness may have been issued. The Junior Subordinated Indenture
provisions described in this paragraph, however, do not prevent the Company from
making a sinking fund payment with Junior Subordinated Debt Securities acquired
prior to the maturity of Senior Indebtedness or, in the case of default, prior
to such default and notice thereof. Upon any distribution of its assets in
connection with any dissolution, liquidation or reorganization of the Company,
all Senior Indebtedness must be paid in full before the holders of the Junior
Subordinated Debt Securities are entitled to any payments whatsoever. As a
result of these subordination provisions, in the event of the Company's
insolvency, holders of the Junior Subordinated Debt Securities may recover
ratably less than senior creditors of the Company.
For purposes of the description of the Junior Subordinated Debt Securities,
the term "Senior Indebtedness" means the principal of and premium, if any, and
interest on the following, whether outstanding on the date of execution of the
Junior Subordinated Indenture or thereafter incurred or created, (i)
indebtedness of the Company for money borrowed by the Company (including
purchase money obligations with an original
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maturity in excess of one year) or evidenced by securities (other than the
Junior Subordinated Debt Securities), notes, bankers' acceptances or other
corporate debt securities or similar instruments issued by the Company; (ii)
obligations with respect to letters of credit; (iii) indebtedness of the Company
constituting a guarantee of indebtedness of others of the type referred to in
the preceding clauses (i) and (ii); or (iv) renewals, extensions or refundings
of any of the indebtedness referred to in the preceding clauses (i), (ii) and
(iii) unless, in the case of any particular indebtedness, renewal, extension or
refunding, under the express provisions of the instrument creating or evidencing
the same, or pursuant to which the same is outstanding, such indebtedness or
such renewal, extension or refunding thereof is not superior in right of payment
to the Junior Subordinated Debt Securities.
DESCRIPTION OF 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 Board of Directors has submitted a proposal to the
shareholders to approve an amendment to the Company's Articles of Incorporation
to increase the authorized number of shares of Preferred Stock from 2,000,000
shares to 10,000,000 shares. 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 have ever been
issued. The particular terms of any series of Preferred Stock will be described
in the applicable Prospectus Supplement.
DESCRIPTION OF COMMON STOCK
The Board of Directors has the authority to issue up to 150,000,000 shares
of Common Stock. As of May , 1998, 123,914,756 shares of Common Stock were
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
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.
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
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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 will continue in effect
following the Offering and may preserve the control of the present principal
shareholders.
TEXAS BUSINESS COMBINATION LAW
The Company will be governed by the provisions of the Texas Business
Combination Law, Part 13 of the Texas Business Corporation Act, which takes
effect on September 1, 1997. 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 within 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, 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
offered hereby 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.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities or
Junior Subordinated Debt Securities, or shares of Preferred Stock or Common
Stock. Warrants may be issued independently or together with any Debt
Securities, Junior Subordinated Debt Securities, or shares of Preferred Stock or
Common Stock offered by any Prospectus Supplement and may be attached to or
separate from such Debt Securities, Junior Subordinated Debt Securities, or
shares of Preferred Stock or Common Stock. The Warrants are to be issued under
Warrant Agreements to be entered into between the Company and The Bank of New
York, as Warrant Agent, or such other bank or trust company as is named in the
Prospectus Supplement relating to the particular issue of Warrants (the "Warrant
Agent"). The Warrant Agent will act solely as an agent of the Company in
connection with the Warrants and will not assume any obligation or relationship
of agency or trust for or with any holders of Warrants or beneficial owners of
Warrants. The following summaries of certain provisions of the form of Warrant
Agreement and Warrants do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the
applicable Warrant Agreement and the Warrants.
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GENERAL
If Warrants are offered, the Prospectus Supplement will describe the terms
of the Warrants, including the following: (i) the offering price; (ii) the
currency, currencies or currency units for which Warrants may be purchased;
(iii) the designation, aggregate principal amount, currency, currencies or
currency units and terms of the Debt Securities or Junior Subordinated Debt
Securities purchasable upon exercise of the Debt Warrants and the price at which
such Debt Securities or Junior Subordinated Debt Securities may be purchased
upon such exercise; (iv) the designation, number of shares and terms of the
Preferred Stock purchasable upon exercise of the Preferred Stock Warrants and
the price at which such shares of Preferred Stock may be purchased upon such
exercise; (v) the designation, number of shares and terms of the Common Stock
purchasable upon exercise of the Common Stock Warrants and the price at which
such shares of Common Stock may be purchased upon such exercise; (vi) if
applicable, the designation and terms of the Debt Securities, Junior
Subordinated Debt Securities, Preferred Stock or Common Stock with which the
Warrants are issued and the number of Warrants issued with each such Debt
Security, Junior Subordinated Debt Security or share of Preferred Stock or
Common Stock; (vii) if applicable, the date on and after which the Warrants and
the related Debt Securities, Junior Subordinated Debt Securities, Preferred
Stock or Common Stock will be separately transferable; (viii) the date on which
the right to exercise the Warrants shall commence and the date (the "Expiration
Date") on which such right shall expire; (ix) whether the Warrants will be
issued in registered or bearer form; (x) a discussion of certain federal income
tax, accounting and other special considerations, procedures and limitations
relating to the Warrants; and (xi) any other terms of the Warrants.
Warrants may be exchanged for new Warrants of different denominations, may
(if in registered form) be presented for registration of transfer, and may be
exercised at the corporate trust office of the Warrant Agent or any other office
indicated in the Prospectus Supplement. Before the exercise of their Warrants,
holders of Warrants will not have any of the rights of holders of the Debt
Securities, Junior Subordinated Debt Securities or shares of Preferred Stock or
Common Stock purchasable upon such exercise, including the right to receive
payments of principal of, any premium on, or any interest on, the Debt
Securities or Junior Subordinated Debt Securities purchasable upon such exercise
or to enforce the covenants in the Indenture or to receive payments of
dividends, if any, on the Preferred Stock or Common Stock purchasable upon such
exercise or to exercise any applicable right to vote. If the Company maintains
the ability to reduce the exercise price of any Stock Warrant and such right is
triggered, the Company will comply with the federal securities laws, including
Rule 13e-4 under the Exchange Act, to the extent applicable.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities or Junior Subordinated Debt Securities or such number of shares
of Preferred Stock or Common Stock at such exercise price as shall in each case
be set forth in, or calculable from, the Prospectus Supplement relating to the
Warrant. Warrants may be exercised at such times as are set forth in the
Prospectus Supplement relating to such Warrants. After the close of business on
the Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement relating thereto, Warrants may be exercised
by delivery to the Warrant Agent of the certificate evidencing such Warrants
properly completed and duly executed and of payment as provided in the
Prospectus Supplement of the amount required to purchase the Debt Securities,
Junior Subordinated Debt Securities or shares of Preferred Stock or Common Stock
purchasable upon such exercise. The exercise price will be the price applicable
on the date of payment in full, as set forth in the Prospectus Supplement
relating to the Warrants. Upon receipt of such payment and the certificate
representing the Warrants to be exercised, properly completed and duly executed
at the corporate trust office of the Warrant Agent or any other office indicated
in the Prospectus Supplement, the Company will, as soon as practicable, issue
and deliver the Debt Securities, Junior Subordinated Debt Securities or shares
of Preferred Stock or Common Stock purchasable upon such exercise. If fewer than
all of the Warrants represented by such certificate are exercised, a new
certificate will be issued for the remaining amount of Warrants.
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ADDITIONAL PROVISIONS
The exercise price payable and the number of shares of Common or Preferred
Stock purchasable upon the exercise of each Stock Warrant will be subject to
adjustment in certain events, including the issuance of a stock dividend to
holders of Common or Preferred Stock, respectively, or a combination,
subdivision or reclassification of Common or Preferred Stock, respectively. In
lieu of adjusting the number of shares of Common or Preferred Stock purchasable
upon exercise of each Stock Warrant, the Company may elect to adjust the number
of Stock Warrants. No adjustment in the number of shares purchasable upon
exercise of the Stock Warrants will be required until cumulative adjustments
require an adjustment of at least 1% thereof. The Company may, at its option,
reduce the exercise price at any time. No fractional shares will be issued upon
exercise of Stock Warrants, but the Company will pay the cash value of any
fractional shares otherwise issuable. Notwithstanding the foregoing, in case of
any consolidation, merger, or sale or conveyance of the property of the Company
as an entirety or substantially as an entirety, the holder of each outstanding
Stock Warrant shall have the right upon the exercise thereof to the kind and
amount of shares of stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock or Preferred
Stock into which such Stock Warrants were exercisable immediately prior thereto.
NO RIGHTS AS SHAREHOLDERS
Holders of Stock Warrants will not be entitled, by virtue of being such
holders, to vote, to consent, to receive dividends, to receive notice as
shareholders with respect to any meeting of shareholders for the election of
directors of the Company or any other matter, or to exercise any rights
whatsoever as shareholders of the Company.
DESCRIPTION OF STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, which are contracts
obligating holders to purchase from the Company, and the Company to sell to the
holders, a specified number of shares of Common Stock or Preferred Stock at a
future date or dates. The price per share of Common Stock or Preferred Stock may
be fixed at the time the Stock Purchase Contracts are issued or may be
determined by reference to a specific formula set forth in the Stock Purchase
Contracts. Any such formula may include anti-dilution provisions to adjust the
number of shares issuable pursuant to Stock Purchase Contracts upon certain
events. The Stock Purchase Contracts may be issued separately or as a part of
Stock Purchase Units each representing ownership of a Stock Purchase Contract
and Debt Securities, U.S. Obligations or Preferred Securities securing the
holders' obligations to purchase the Common Stock or the Preferred Stock under
the Purchase Contracts.
Except as otherwise described in the applicable Prospectus Supplement, in
the case of Stock Purchase Units that include U.S. Obligations, unless a holder
of Stock Purchase Units settles its obligations under the Stock Purchase
Contracts early through the delivery of consideration to the Company or its
agent in the manner discussed below, the principal of such U.S. Obligations,
when paid at maturity, will automatically be applied to satisfy the holder's
obligation to purchase Common Stock or Preferred Stock under the Stock Purchase
Contracts.
Except as otherwise described in the applicable Prospectus Supplement, in
the case of Stock Purchase Units that include Debt Securities or Preferred
Securities, in the absence of any such early settlement or the election by a
holder to pay the consideration specified in the Stock Purchase Contracts, the
Debt Securities or Preferred Securities will automatically be presented to the
applicable CCCI Trust for redemption at 100% of face or liquidation value and
the CCCI Trust will present Junior Subordinated Debt Securities in an equal
principal amount to the Company for redemption at 100% of principal amount.
Amounts received in respect of such redemption will automatically be transferred
to the Company and applied to satisfy in full the holder's obligation to
purchase Common Stock or Preferred Stock under the Stock Purchase Contracts. The
Stock Purchase Contracts may require the Company to make periodic payments to
the holders of the Stock Purchase Units or vice versa, and such payments may be
unsecured or refunded on some basis. The Stock Purchase Contracts may require
holders to secure their obligations thereunder in a specified manner.
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Except as otherwise described in the applicable Prospectus Supplement,
holders of Stock Purchase Units may be entitled to settle the underlying Stock
Purchase Contracts prior to the stated settlement date by surrendering the
certificate evidencing the Stock Purchase Units, accompanied by the payment due,
in such form and calculated pursuant to such formula as may be prescribed in the
Stock Purchase Contracts and described in the applicable Prospectus Supplement.
Upon early settlement, the holder would receive the number of shares of Common
Stock or Preferred Stock deliverable under such Stock Purchase Contracts,
subject to adjustment in certain cases. Holders of Stock Purchase Units may be
entitled to exchange their Stock Purchase Units together with appropriate
collateral, for separate Stock Purchase Contracts and Preferred Securities, Debt
Securities, Junior Subordinated Debt Securities or U.S. Obligations. In the
event of either such early settlement or exchange, the Preferred Securities,
Debt Securities, Junior Subordinated Debt Securities or debt obligations that
were pledged as security for the obligation of the holder to perform under the
Stock Purchase Contracts would be transferred to the holder free and clear of
the Company's security interest therein.
The applicable Prospectus Supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units including differences, if any, from
the term described above.
DESCRIPTION OF PREFERRED SECURITIES
PREFERRED SECURITIES
Each CCCI Trust may issue, from time to time, only one series of Preferred
Securities having terms described in the Prospectus Supplement relating thereto.
The Declaration of each CCCI Trust authorizes the Regular Trustees of such CCCI
Trust to issue on behalf of such CCCI Trust one series of Preferred Securities.
Each Declaration will be qualified as an indenture under the Trust Indenture
Act. The Preferred Securities will have such terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions as shall be set forth in the related
Declaration or made part of such Declaration by the Trust Indenture Act.
Reference is made to the Prospectus Supplement relating to the Preferred
Securities of a CCCI Trust for specific terms, including (i) the specific
designation of such Preferred Securities, (ii) the number of Preferred
Securities issued by such CCCI Trust, (iii) the annual distribution rate (or
method of calculation thereof) for Preferred Securities issued by such CCCI
Trust, the date or dates upon which such distributions shall be payable and the
record date or dates for the payment of such distributions, (iv) whether
distributions on Preferred Securities issued by such CCCI Trust shall be
cumulative, and, in the case of Preferred Securities having such cumulative
distribution rights, the date or dates or method of determining the date or
dates from which distributions on Preferred Securities issued by such CCCI Trust
shall be cumulative, (v) the amount or amounts which shall be paid out of the
assets of such CCCI Trust to the holders of Preferred Securities of such CCCI
Trust upon voluntary or involuntary liquidation, dissolution, winding-up or
termination of such CCCI Trust, (vi) the obligation or right, if any, of such
CCCI Trust to purchase or redeem Preferred Securities issued by such CCCI Trust
and the price or prices at which, the period or periods within which and the
terms and conditions upon which Preferred Securities issued by such CCCI Trust
shall or may be purchased or redeemed, in whole or in part, pursuant to such
obligation or right, (vii) the voting rights, if any, of Preferred Securities
issued by such CCCI Trust in addition to those required by law, including the
number of votes per Preferred Security and any requirement for the approval by
the holders of Preferred Securities, or of Preferred Securities issued by one or
more CCCI Trusts, or of both, as a condition to specified actions or amendments
to the Declaration of such CCCI Trust, (viii) the terms and conditions upon
which the Preferred Securities may be convertible into or exchanged for Common
Stock, Preferred Stock, Debt Securities, Junior Subordinated Debt Securities, or
indebtedness or other securities of any kind of the Company; and (ix) any other
relevant rights, preferences, privileges, limitations or restrictions of
Preferred Securities issued by such CCCI Trust consistent with the Declaration
of such CCCI Trust or with applicable law. All Preferred Securities offered
hereby will be guaranteed by the Company as and to the extent set forth below
under "Description of the Guarantees." Certain federal income tax considerations
applicable to any offering of Preferred Securities will be described in the
Prospectus Supplement relating thereto.
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In connection with the issuance of Preferred Securities, each CCCI Trust
will issue one series of Common Securities. The Declaration of each CCCI Trust
authorizes the Regular Trustees of such CCCI Trust to issue on behalf of such
CCCI Trust one series of Common Securities having such terms including
distributions, redemption, voting, liquidation rights or such restrictions as
shall be set forth therein. The terms of the Common Securities issued by a CCCI
Trust will be substantially identical to the terms of the Preferred Securities
issued by such CCCI Trust and the Common Securities will rank pari passu and
payments will be made thereon on a pro rata basis with the Preferred Securities
except that, if a Declaration Event of Default occurs and is continuing, the
rights of the holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and maturity will be
subordinated to the rights of the holders of such Preferred Securities. Except
in certain limited circumstances, the Common Securities issued by a CCCI Trust
will also carry the right to vote and to appoint, remove or replace any of the
Trustees of such CCCI Trust. All the Common Securities of a CCCI Trust will be
directly or indirectly owned by the Company.
As long as payments of interest and other payments are made when due on the
Junior Subordinated Debt Securities, such payments will be sufficient to cover
distributions and other payments due on the Preferred Securities primarily
because (i) the aggregate principal amount of Junior Subordinated Debt
Securities held as trust assets will be equal to the sum of the aggregate stated
liquidation amount of the Preferred Securities; and (ii) the interest rate and
interest and other payment dates on the Junior Subordinated Debt Securities will
match the distribution rate and distribution and other payment dates for the
Preferred Securities.
If an Event of Default with respect to the Declaration of any CCCI Trust
occurs and is continuing, then the holders of Preferred Securities of such CCCI
Trust would rely on the enforcement by the Property Trustee of its rights as a
holder of the Junior Subordinated Debt Securities deposited in such CCCI Trust
against the Company. In addition, the holders of a majority in liquidation
amount of such Preferred Securities will have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Property Trustee or to direct the exercise of any trust or power conferred upon
the Property Trustee under such Declaration, including the right to direct the
Property Trustee to exercise the remedies available to it as a holder of such
Junior Subordinated Debt Securities. If the Property Trustee fails to enforce
its rights under such Junior Subordinated Debt Securities deposited in such CCCI
Trust, any holder of such Preferred Securities may, to the extent permitted by
applicable law, after a period of 60 days has elapsed from such holder's written
request, institute a legal proceeding against the Company to enforce the
Property Trustee's rights under such Junior Subordinated Debt Securities without
first instituting any legal proceeding against the Property Trustee or any other
person or entity. If an Event of Default with respect to the Declaration of any
CCCI Trust occurs and is continuing and such event is attributable to the
failure of the Company to pay interest or principal on the Junior Subordinated
Debt Securities on the date such interest or principal is otherwise payable (or
in the case of redemption, on the redemption date), then a holder of Preferred
Securities of such CCCI Trust may also directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on such
Junior Subordinated Debt Securities having a principal amount equal to the
aggregate liquidation amount of such Preferred Securities held by such holder (a
"Direct Action") on or after the respective due date specified in such Junior
Subordinated Debt Securities without first (i) directing the Property Trustee to
enforce the terms of such Junior Subordinated Debt Securities or (ii)
instituting a legal proceeding against the Company to enforce the Property
Trustee's rights under such Junior Subordinated Debt Securities. In connection
with such Direct Action, the Company will be subrogated to the rights of such
holder of such Preferred Securities under such Declaration to the extent of any
payment made by the Company to such holder of such Preferred Securities in such
Direct Action. The holders of Preferred Securities of a CCCI Trust will not be
able to exercise directly any other remedy available to the holders of the
Junior Subordinated Debt Securities unless the Property Trustee first fails to
do so.
Certain federal income tax considerations applicable to an investment in
Preferred Securities will be described in the Prospectus Supplement relating
thereto.
The Property Trustee and its affiliates provide customary commercial
banking services to the Company and certain of its subsidiaries and participate
in various financing agreements of the Company in the ordinary course of their
business. Initially, the Property Trustee is The Bank of New York, who currently
serves as the
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transfer agent and registrar for the Common Stock and is a lender to the Company
under the Company's Amended and Restated Credit Agreement dated April 10, 1997.
DESCRIPTION OF GUARANTEES
Set forth below is a summary of information concerning the Guarantees that
will be executed and delivered by the Company for the benefit of the holders
from time to time of Preferred Securities of a CCCI Trust. Each Preferred
Security Guarantee will be separately qualified under the Trust Indenture Act
and will be held by The Bank of New York, acting in its capacity as indenture
trustee with respect thereto (the "Guarantee Trustee"), for the benefit of
holders of the Preferred Securities of the applicable CCCI Trust. The terms of
each Guarantee will be those set forth in such Guarantee and those made part of
such Guarantee by the Trust Indenture Act. This description summarizes the
material terms of the Guarantees and is qualified in its entirety by reference
to the form of Guarantee, which is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part, and the Trust Indenture Act.
GENERAL
Pursuant to each Guarantee, the Company will irrevocably and
unconditionally agree, to the extent set forth therein, to pay in full, to the
holders of the Preferred Securities issued by the applicable CCCI Trust, the
Guarantee Payments (as defined herein), to the extent not paid by such CCCI
Trust, regardless of any defense, right of set-off or counterclaim that such
CCCI Trust may have or assert. The following distributions and other payments
with respect to Preferred Securities issued by a CCCI Trust to the extent not
made or paid by such CCCI Trust (the "Guarantee Payments"), will be subject to
the Guarantee (without duplication): (i) any accrued and unpaid distributions on
such Preferred Securities, but only if and to the extent that in each case the
Company has made a payment to the Property Trustee of interest on the Junior
Subordinated Debt Securities, (ii) the redemption price, including all accrued
and unpaid distributions to the date of redemption, with respect to any
Preferred Securities called for redemption by such CCCI Trust, but only if and
to the extent that in each case the Company has made a payment to the Property
Trustee of interest or principal on the Junior Subordinated Debt Securities
deposited in such CCCI Trust as trust assets, and (iii) upon a voluntary or
involuntary liquidation, dissolution, winding-up or termination of such CCCI
Trust (other than in connection with the distribution of such Junior
Subordinated Debt Securities to the holders of such Preferred Securities or the
redemption of all such Preferred Securities upon the maturity or redemption of
such Junior Subordinated Debt Securities) the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid distributions on such Preferred
Securities to the date of payment, to the extent such CCCI Trust has funds
available therefor, and (b) the amount of assets of such CCCI Trust remaining
available for distribution to holders of such Preferred Securities upon
liquidation of such CCCI Trust. The Company's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by the
Company to the holders of the applicable Preferred Securities or by causing the
applicable CCCI Trust to pay such amounts to such holders.
The Guarantee is a full and unconditional guarantee from the time of
issuance of the applicable Preferred Securities, but the Guarantee covers
distributions and other payments on such Preferred Securities only if and to the
extent that the Company has made a payment to the Property Trustee of interest
or principal on the Junior Subordinated Debt Securities deposited in the
applicable CCCI Trust as trust assets. If the Company does not make interest or
principal payments on the Junior Subordinated Debt Securities deposited in the
applicable CCCI Trust as trust assets, the Property Trust will not make
distributions on the Preferred Securities of such CCCI Trust and the CCCI Trust
will not have funds available therefor.
The Company's obligations under the Declaration for each CCCI Trust, the
Guarantee issued with respect to Preferred Securities issued by such CCCI Trust,
the Junior Subordinated Debt Securities purchased by such CCCI Trust and the
Junior Subordinated Indenture in the aggregate will provide a full and
unconditional guarantee on a subordinated basis by the Company of payments due
on the Preferred Securities issued by such CCCI Trust.
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CERTAIN COVENANTS OF THE COMPANY
In each Guarantee, the Company will covenant that, so long as any Preferred
Securities issued by the applicable CCCI Trust remain outstanding, the Company
will not declare or pay any dividends on, or redeem, purchase, acquire or make a
distribution or liquidation payment with respect to, any Common Stock or
Preferred Stock or make any guarantee payment with respect thereto, if at such
time (i) the Company shall be in default with respect to its Guarantee Payments
or other payment obligations under such Guarantee, (ii) there shall have
occurred any Event of Default under the related Declaration or (iii) in the
event that Junior Subordinated Debt Securities are issued to the applicable CCCI
Trust in connection with the issuance of Preferred Securities by such CCCI
Trust, the Company shall have given notice of its election to defer payments of
interest on such Junior Subordinated Debt Securities by extending the interest
payment period as provided in the terms of the Junior Subordinated Debt
Securities and such period, or any extension thereof, is continuing; provided,
however, that the foregoing restrictions shall not apply to (a) dividends,
redemptions, purchases, acquisitions, distributions or payments made by the
Company by way of issuance of shares of its capital stock, (b) any declaration
of a dividend under a shareholder rights plan or in connection with the
implementation of a shareholder rights plan, the issuance of capital stock of
the Company under a shareholder rights plan or the redemption or repurchase of
any such right distributed pursuant to a shareholder rights plan, (c) payments
of accrued dividends by the Company upon the redemption, exchange or conversion
of any Preferred Stock as may be outstanding from time to time in accordance
with the terms of such Preferred Stock, (d) cash payments made by the Company in
lieu of delivering fractional shares upon the redemption, exchange or conversion
of any Preferred Stock as may be outstanding from time to time in accordance
with the terms of such Preferred Stock, (e) payments under the Guarantees, or
(f) purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees, or related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan. In addition, so long as any Preferred
Securities of a CCCI Trust remain outstanding, the Company has agreed (1) to
remain the sole direct or indirect owner of all the outstanding Common
Securities issued by such CCCI Trust and not to cause or permit such Common
Securities to be transferred except to the extent permitted by the Declaration
of such CCCI Trust, provided that any permitted successor of the Company under
the Junior Subordinated Indenture may succeed to the Company's ownership of such
Common Securities, and (2) to use reasonable efforts to cause such CCCI Trust to
continue to be treated as a grantor trust for federal income tax purposes,
except in connection with a distribution of Junior Subordinated Debt Securities.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of the applicable Preferred Securities (in which case no consent will
be required), each Guarantee may be amended only with the prior approval of the
holders of not less than 66 2/3% in liquidation amount of the outstanding
Preferred Securities issued by the applicable CCCI Trust. The manner of
obtaining any such approval of holders of such Preferred Securities will be set
forth in an accompanying Prospectus Supplement. All guarantees and agreements
contained in a Guarantee shall bind the successors, assignees, receivers,
trustees and representatives of the Company and shall inure to the benefit of
the holders of the Preferred Securities of the applicable CCCI Trust then
outstanding. Except in connection with a consolidation, merger, conveyance, or
transfer of assets involving the Company that is permitted under the Junior
Subordinated Indenture, the Company may not assign its obligations under any
Guarantee.
TERMINATION OF THE GUARANTEES
Each Guarantee will terminate and be of no further force and effect as to
the Preferred Securities issued by the applicable CCCI Trust upon full payment
of the redemption price of all Preferred Securities of such CCCI Trust, or upon
distribution of the Junior Subordinated Debt Securities to the holders of the
Preferred Securities of such CCCI Trust in exchange for all the Preferred
Securities issued by such CCCI Trust, or upon full payment of the amounts
payable upon liquidation of such CCCI Trust. Notwithstanding the foregoing, each
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time
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any holder of Preferred Securities issued by the applicable CCCI Trust must
restore payment of any sums paid under such Preferred Securities or such
Guarantee.
STATUS OF THE GUARANTEES
The Company's obligations under each Guarantee to make the Guarantee
Payments will constitute an unsecured obligation of the Company and will rank
(i) subordinate and junior in right of payment to all other indebtedness,
liabilities and obligations of the Company and any guarantees, endorsements or
other contingent obligations of the Company in respect of such indebtedness,
liabilities or obligations, including the Junior Subordinated Debt Securities,
except those made pari passu or subordinate by their terms, and (ii) senior to
all capital stock now or hereafter issued by the Company and to any guarantee
now or hereafter entered into by the Company in respect of any of its capital
stock. The Company's obligations under each Guarantee will rank pari passu with
each other Guarantee. Because the Company is a holding company, the Company's
obligations under each Guarantee are also effectively subordinated to all
existing and future liabilities, including trade payables, of the Company's
subsidiaries, except to the extent that the Company is a creditor of the
subsidiaries recognized as such. Each Declaration provides that each holder of
Preferred Securities issued by the applicable CCCI Trust, by acceptance thereof,
agrees to the subordination provisions and other terms of the related Guarantee.
Each Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly against
the Company to enforce its rights under such Guarantee without first instituting
a legal proceeding against any other person or entity). Each Guarantee will be
deposited with the Guarantee Trustee, to be held for the benefit of the holders
of the Preferred Securities issued by the applicable CCCI Trust. The Guarantee
Trustee shall enforce such Guarantee on behalf of the holders of such Preferred
Securities. The holders of not less than a majority in aggregate liquidation
amount of the Preferred Securities issued by the applicable CCCI Trust have the
right to direct the time, method and place of conducting any proceeding for any
remedy available in respect of the related Guarantee, including the giving of
directions to the Guarantee Trustee. If the Guarantee Trustee fails to enforce a
Guarantee as above provided, any holder of Preferred Securities issued by the
applicable CCCI Trust may institute a legal proceeding directly against the
Company to enforce its rights under such Guarantee, without first instituting a
legal proceeding against the applicable CCCI Trust, or any other person or
entity. Notwithstanding the foregoing, if the Company has failed to make a
Guarantee Payment, a holder of Preferred Securities may directly institute a
proceeding against the Company for enforcement of such holder's right to receive
payment under the Guarantee. The Company waives any right or remedy to require
that any action be brought first against a CCCI Trust or any other person or
entity before proceeding directly against the Company.
MISCELLANEOUS
The Company will be required to provide annually to the Guarantee Trustee a
statement as to the performance by the Company of certain of its obligations
under each Guarantee and as to any default in such performance. The Company is
required to file annually with the Guarantee Trustee an officer's certificate as
to the Company's compliance with all conditions to be complied with by it under
each Guarantee.
The Guarantee Trustee, prior to the occurrence of a default, undertakes to
perform only such duties as are specifically set forth in the applicable
Guarantee and, after default with respect to a Guarantee, shall exercise the
same degree of care as a prudent individual would exercise under the
circumstances in the conduct of his or her own affairs. Subject to such
provision, the Guarantee Trustee is under no obligation to exercise any of the
powers vested in it by a Preferred Securities Guarantee at the request of any
holder of Preferred Securities unless it is offered reasonable security and
indemnity against the costs, expenses and liabilities that might be incurred
thereby.
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ERISA MATTERS
The Company and its affiliates may each be considered a "party in interest"
(within the meaning of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) or a "disqualified person" (within the meaning of Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code")) with respect
to many employee benefit plans ("Plans") that are subject to ERISA. The purchase
of Offered Securities by a Plan that is subject to the fiduciary responsibility
provisions of ERISA or the prohibited transaction provisions of Section 4975 of
the Code (including individual retirement arrangements and other plans described
in Section 4975(e)(1) of the Code) and with respect to which the Company or any
affiliate of the Company is a service provider (or otherwise is a party in
interest or a disqualified person) may constitute or result in a prohibited
transaction under ERISA or Section 4975 of the Code, unless such Offered
Securities are acquired pursuant to and in accordance with an applicable
exemption. Any pension or other employee benefit plan proposing to acquire any
Offered Securities should consult with its counsel.
PLAN OF DISTRIBUTION
The Company or the CCCI Trusts may sell the Offered Securities offered
hereby (i) through underwriters or dealers, (ii) through agents, (iii) directly
to purchasers, or (iv) through a combination of any such methods of sale. Any
such underwriter, dealer or agent may be deemed to be an underwriter within the
meaning of the Securities Act. The Prospectus Supplement relating to the Offered
Securities will set forth their offering terms, including the name or names of
any underwriters, dealers or agents, the purchase price of the Offered
Securities and the proceeds to the Company or the CCCI Trusts from such sale,
any underwriting discounts, commissions and other items constituting
compensation to underwriters, dealers or agents, any initial public offering
price, any discounts or concessions allowed or reallowed or paid by underwriters
or dealers to other dealers, and any securities exchanges on which the Offered
Securities may be listed.
If underwriters or dealers are used in the sale, the Offered Securities
will be acquired by the underwriters or dealers for their own account and may be
resold from time to time in one or more transactions, at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, or at prices related to such prevailing market prices, or at negotiated
prices. The Offered Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more of such firms. Unless otherwise set forth in the
Prospectus Supplement, the obligations of underwriters or dealers to purchase
the Offered Securities will be subject to certain conditions precedent and the
underwriters or dealers will be obligated to purchase all the Offered Securities
if any are purchased. Any public offering price and any discounts or concessions
allowed or reallowed or paid by underwriters or dealers to other dealers may be
changed from time to time.
Offered Securities may be sold directly by the Company or the CCCI Trusts
or through agents designated by the Company or the CCCI Trusts from time to
time. Any agent involved in the offer or sale of the Offered Securities in
respect of which this Prospectus is delivered will be named, and any commissions
payable by the Company or the CCCI Trusts to such agent will be set forth, in
the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
If so indicated in the Prospectus Supplement, the Company or the CCCI
Trusts will authorize underwriters, dealers or agents to solicit offers by
certain specified institutions to purchase Offered Securities from the Company
or the CCCI Trusts at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. Such contracts will be subject to
any conditions set forth in the Prospectus Supplement and the Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts. The underwriters and other persons soliciting such contracts will
have no responsibility for the validity or performance of any such contracts.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company or the CCCI Trusts to indemnification by the Company or
the CCCI Trusts against certain civil liabilities, including
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liabilities under the Securities Act, or to contribution by the Company or the
CCCI Trusts to payments they may be required to make in respect thereof. The
terms and conditions of such indemnification will be described in an applicable
Prospectus Supplement. Underwriters, dealers and agents may be customers of,
engage in transactions with, or perform services for, the Company or the CCCI
Trusts in the ordinary course of business.
Each series of Offered Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Offered Securities are sold
by the Company or the CCCI Trusts for public offering and sale may make a market
in such Offered Securities, but such underwriters will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Offered
Securities.
Any underwriter may engage in stabilizing and syndicate covering
transactions in accordance with Rule 104 under the Exchange Act. Rule 104
permits stabilizing bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. The underwriters may
over-allot shares of the Common Stock in connection an offering of Common Stock,
thereby creating a short position in the underwriters' account. Syndicate
covering transactions involve purchases of the Debt Securities or Junior
Subordinated Debt Securities in the open market after the distribution has been
completed in order to cover syndicate short positions. Stabilizing and syndicate
covering transactions may cause the price of the Debt Securities or Junior
Subordinated Debt Securities to be higher than it would otherwise be in the
absence of such transactions. These transactions, if commenced, may be
discontinued at any time.
LEGAL OPINIONS
The validity of the Company Securities 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. Certain matters of
Delaware Law relating to the validity of the Preferred Securities will be passed
upon for the Company and the CCCI Trusts by Morris, Nichols, Arsht & Tunnell,
Wilmington, Delaware, special Delaware counsel to the Company and the CCCI
Trusts. The validity of the Offered Securities will be passed upon for the
underwriters, dealers or agents, if any, by Cravath, Swaine & Moore, New York,
New York. 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 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 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 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 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
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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 in reliance upon the
authority of said firm as experts in giving said reports.
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 in reliance
upon the authority of said firm as experts in giving said reports.
35
<PAGE> 38
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION
WITH THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATES HEREOF OR THEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................. 3
Incorporation of Certain Documents by
Reference............................ 3
The Company............................ 4
The CCCI Trusts........................ 4
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends............................ 5
Use of Proceeds........................ 5
Holding Company Structure.............. 5
General Description of the Securities
and Risk Factors..................... 6
Description of Debt Securities......... 6
Description of Junior Subordinated Debt
Securities........................... 16
Description of Preferred Stock......... 24
Description of Common Stock............ 24
Description of Warrants................ 25
Description of Stock Purchase Contracts
and Stock Purchase Units............. 27
Description of Preferred Securities.... 28
Description of Guarantees.............. 30
ERISA Matters.......................... 33
Plan of Distribution................... 33
Legal Opinions......................... 34
Experts................................ 34
</TABLE>
======================================================
======================================================
$1,500,000,000
CLEAR CHANNEL
COMMUNICATIONS, INC.
DEBT SECURITIES
JUNIOR SUBORDINATED DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
CCCI CAPITAL TRUST I
CCCI CAPITAL TRUST II
CCCI CAPITAL TRUST III
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT
SET FORTH HEREIN BY
CLEAR CHANNEL
COMMUNICATIONS, INC.
---------------------
PROSPECTUS
---------------------
, 1998
======================================================
<PAGE> 39
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses (other than underwriting discounts and commissions)
in connection with the issuance and distribution of the Common Stock registered
hereby are as follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 345,851
Trustee's fees and expenses................................. 50,000
Rating Agency fees.......................................... 150,000
Legal fees and expenses..................................... 250,000
Accounting fees and expenses................................ 100,000
Blue Sky fees and expenses.................................. 20,000
Printing and engraving expenses............................. 200,000
Miscellaneous............................................... 84,149
----------
Total............................................. $1,200,000
==========
</TABLE>
The foregoing expenses will be paid by the registrants.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY.
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.
The Underwriting Agreement provides for indemnification by the underwriters
of the registrants, their directors, officers, and trustees, and by the
registrants of the underwriters, for certain liabilities, including liabilities
arising under the Securities Act.
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.
INDEMNIFICATION OF TRUSTEES OF THE CCCI TRUSTS.
Each Declaration pursuant to which each CCCI Trust is organized will
provide that no Regular Trustee, or affiliate of any Regular Trustee, or
officer, director, shareholder, member, partner, employee, representative or
agent of any Regular Trustee or of any such affiliate, or employee or agent of
the applicable CCCI Trust or its affiliates (each an "Indemnified Person") shall
be liable, responsible or accountable in damages or
II-1
<PAGE> 40
otherwise to such CCCI Trust or any employee or agent of such CCCI Trust or its
affiliates for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of such CCCI Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
such Declaration or by law, except that an Indemnified Person shall be liable
for any such loss, damage or claim incurred by reason of such Indemnified
Person's gross negligence or willful misconduct with respect to such act or
omission. Each Declaration also provides that to the fullest extent permitted by
applicable law, the Company shall indemnify and hold harmless each Indemnified
Person from and against any loss, damage or claim incurred by such Indemnified
Person by reason of any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the applicable CCCI Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by such Declaration, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Indemnified Person by reason of gross
negligence or willful misconduct with respect to such act or omission. Each
Declaration further provides that, to the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Company prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt of an undertaking by or on
behalf of the Indemnified Person to repay such amount if it shall be determined
that the Indemnified Person is not entitled to be indemnified for the underlying
cause of action as authorized by such Declaration.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
1.1+ -- Form of Underwriting Agreement (Equity).
1.2+ -- Form of Underwriting Agreement (Debt).
1.3** -- Form of Underwriting Agreement (Preferred Securities).
1.4** -- Form of Underwriting Agreement (Stock Purchase
Contracts).
1.5** -- Form of Underwriting Agreement (Stock Purchase Units).
3.1+ -- Current Articles of Incorporation of the Company.
3.2+ -- Second Amended and Restated Bylaws of the Company.
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 -- Form of Senior Debt Security (included in Senior
Indenture filed as Exhibit 4.3).
4.5+ -- Form of Subordinated Indenture.
4.6 -- Form of Subordinated Debt Security (included in Form of
Subordinated Indenture filed as Exhibit 4.5).
4.7+ -- Form of Junior Subordinated Indenture.
4.8 -- Form of Junior Subordinated Debt Security (included in
Form of Junior Subordinated Indenture filed as Exhibit
4.7).
</TABLE>
II-2
<PAGE> 41
<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
4.9 -- Form of Preferred Securities Certificate (included in
Forms of Amended and Restated Declaration of CCCI Capital
Trusts I, II, and III filed as Exhibits 4.18, 4.19, and
4.20, respectively).
4.10+ -- Form of Warrant Agreement.
4.11+ -- Form of Standard Stock Warrant Agreement Provisions.
4.12+ -- Certificate of Trust of CCCI Capital Trust I.
4.13+ -- Certificate of Trust of CCCI Capital Trust II.
4.14+ -- Certificate of Trust of CCCI Capital Trust III.
4.15+ -- Declaration of CCCI Capital Trust I.
4.16+ -- Declaration of CCCI Capital Trust II.
4.17+ -- Declaration of CCCI Capital Trust III.
4.18+ -- Form of Amended and Restated Declaration of CCCI Capital
Trust I.
4.19+ -- Form of Amended and Restated Declaration of CCCI Capital
Trust II.
4.20+ -- Form of Amended and Restated Declaration of CCCI Capital
Trust III.
4.21+ -- Form of Pledge Agreement.
4.22+ -- Form of Deposit Agreement.
4.23+ -- Form of Stock Purchase Contract Agreement.
4.24+ -- Form of Guarantee of CCCI Capital Trust I.
4.25+ -- Form of Guarantee of CCCI Capital Trust II.
4.26+ -- Form of Guarantee of CCCI Capital Trust III.
5.1* -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
special counsel for the Company, regarding the Senior
Debt Securities, the Subordinated Debt Securities, the
Preferred Stock, the Common Stock, the Warrants, the
Stock Purchase Contracts, and the Stock Purchase Units.
5.2* -- Opinion of Morris, Nichols, Arsht & Tunnell, special
Delaware counsel for the Company and the CCCI Trusts,
regarding the Preferred Securities.
12* -- Computation of Ratio of Earnings to Fixed Charges.
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).
23.8 -- Consent of Morris, Nichols, Arsht & Tunnell (included in
opinion filed as Exhibit 5.2).
24 -- Power of Attorney for Clear Channel Communications, Inc.
(included on Signature Page).
25.1+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Senior Indenture.
25.2+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Subordinated Indenture.
25.3+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Junior Subordinated
Indenture.
25.4+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Declaration of Trust of
CCCI Capital Trust I.
25.5+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Declaration of Trust of
CCCI Capital Trust II.
25.6+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Declaration of Trust of
CCCI Capital Trust III.
</TABLE>
II-3
<PAGE> 42
<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
25.7+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Trust Guarantee of the
Company for the benefit of the holders of Preferred
Securities of the CCCI Capital Trust I.
25.8+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Trust Guarantee of the
Company for the benefit of the holders of Preferred
Securities of the CCCI Capital Trust II.
25.9+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Trust Guarantee of the
Company for the benefit of the holders of Preferred
Securities of the CCCI Capital Trust III.
</TABLE>
- ---------------
* Filed herewith.
** To be filed by subsequent Form 8-K.
+ Incorporated by reference to the exhibits of the Company's Registration
Statement on Form S-3 (Reg. No. 333-33371) dated September 9, 1997.
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 this 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; provided, however, that 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 reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
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 the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Company pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 that are incorporated by reference in this
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; and
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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.
II-4
<PAGE> 43
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described under Item 15 above or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrants of expenses incurred or paid by a director,
officer or controlling person of the Registrants in the successful defense of
any action, suit or proceeding) is asserted against the Registrants by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of their respective
counsels 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 of 1933 and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-5
<PAGE> 44
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on May 5, 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 case 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
---- ----- ----
<C> <S> <C>
/s/ L. LOWRY MAYS Chief Executive Officer and Director May 5, 1998
- -----------------------------------------------------
L. Lowry Mays
/s/ RANDALL T. MAYS Senior Vice President/Chief Financial May 5, 1998
- ----------------------------------------------------- Officer (Principal Financial
Randall T. Mays Officer)
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief May 5, 1998
- ----------------------------------------------------- Accounting Officer (Principal
Herbert W. Hill, Jr. Accounting Officer)
/s/ B. J. MCCOMBS Director May 5, 1998
- -----------------------------------------------------
B.J. McCombs
/s/ ALAN D. FELD Director May 5, 1998
- -----------------------------------------------------
Alan D. Feld
/s/ THEODORE H. STRAUSS Director May 5, 1998
- -----------------------------------------------------
Theodore H. Strauss
/s/ JOHN H. WILLIAMS Director May 5, 1998
- -----------------------------------------------------
John H. Williams
/s/ KARL ELLER Director May 5, 1998
- -----------------------------------------------------
Karl Eller
</TABLE>
II-6
<PAGE> 45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of CCCI
Capital Trust I, CCCI Capital Trust II and CCCI Capital Trust III certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of San
Antonio, Texas on the 5th day of May, 1998.
CCCI CAPITAL TRUST I,
a Delaware business trust
By: CLEAR CHANNEL COMMUNICATIONS, INC.,
as Depositor
By: /s/ L. LOWRY MAYS
------------------------------------------
L. Lowry Mays
Chief Executive Officer
CCCI CAPITAL TRUST II,
a Delaware business trust
By: CLEAR CHANNEL COMMUNICATIONS, INC.,
as Depositor
By: /s/ L. LOWRY MAYS
------------------------------------------
L. Lowry Mays
Chief Executive Officer
CCCI CAPITAL TRUST III,
a Delaware business trust
By: CLEAR CHANNEL COMMUNICATIONS, INC.,
as Depositor
By: /s/ L. LOWRY MAYS
------------------------------------------
L. Lowry Mays
Chief Executive Officer
II-7
<PAGE> 46
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
1.1+ -- Form of Underwriting Agreement (Equity).
1.2+ -- Form of Underwriting Agreement (Debt).
1.3** -- Form of Underwriting Agreement (Preferred Securities).
1.4** -- Form of Underwriting Agreement (Stock Purchase
Contracts).
1.5** -- Form of Underwriting Agreement (Stock Purchase Units).
3.1+ -- Current Articles of Incorporation of the Company.
3.2+ -- Second Amended and Restated Bylaws of the Company.
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 -- Form of Senior Debt Security (included in Senior
Indenture filed as Exhibit 4.3).
4.5+ -- Form of Subordinated Indenture.
4.6 -- Form of Subordinated Debt Security (included in Form of
Subordinated Indenture filed as Exhibit 4.5).
4.7+ -- Form of Junior Subordinated Indenture.
4.8 -- Form of Junior Subordinated Debt Security (included in
Form of Junior Subordinated Indenture filed as Exhibit
4.7).
4.9 -- Form of Preferred Securities Certificate (included in
Forms of Amended and Restated Declaration of CCCI Capital
Trusts I, II, and III filed as Exhibits 4.18, 4.19, and
4.20, respectively).
4.10+ -- Form of Warrant Agreement.
4.11+ -- Form of Standard Stock Warrant Agreement Provisions.
4.12+ -- Certificate of Trust of CCCI Capital Trust I.
4.13+ -- Certificate of Trust of CCCI Capital Trust II.
4.14+ -- Certificate of Trust of CCCI Capital Trust III.
4.15+ -- Declaration of CCCI Capital Trust I.
4.16+ -- Declaration of CCCI Capital Trust II.
4.17+ -- Declaration of CCCI Capital Trust III.
4.18+ -- Form of Amended and Restated Declaration of CCCI Capital
Trust I.
4.19+ -- Form of Amended and Restated Declaration of CCCI Capital
Trust II.
4.20+ -- Form of Amended and Restated Declaration of CCCI Capital
Trust III.
4.21+ -- Form of Pledge Agreement.
4.22+ -- Form of Deposit Agreement.
4.23+ -- Form of Stock Purchase Contract Agreement.
4.24+ -- Form of Guarantee of CCCI Capital Trust I.
4.25+ -- Form of Guarantee of CCCI Capital Trust II.
4.26+ -- Form of Guarantee of CCCI Capital Trust III.
</TABLE>
<PAGE> 47
<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
5.1* -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
special counsel for the Company, regarding the Senior
Debt Securities, the Subordinated Debt Securities, the
Preferred Stock, the Common Stock, the Warrants, the
Stock Purchase Contracts, and the Stock Purchase Units.
5.2* -- Opinion of Morris, Nichols, Arsht & Tunnell, special
Delaware counsel for the Company and the CCCI Trusts,
regarding the Preferred Securities.
12* -- Computation of Ratio of Earnings to Fixed Charges.
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).
23.8 -- Consent of Morris, Nichols, Arsht & Tunnell (included in
opinion filed as Exhibit 5.2).
24 -- Power of Attorney for Clear Channel Communications, Inc.
(included on Signature Page).
25.1+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Senior Indenture.
25.2+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Subordinated Indenture.
25.3+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Junior Subordinated
Indenture.
25.4+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Declaration of Trust of
CCCI Capital Trust I.
25.5+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Declaration of Trust of
CCCI Capital Trust II.
25.6+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Declaration of Trust of
CCCI Capital Trust III.
25.7+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Trust Guarantee of the
Company for the benefit of the holders of Preferred
Securities of the CCCI Capital Trust I.
25.8+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Trust Guarantee of the
Company for the benefit of the holders of Preferred
Securities of the CCCI Capital Trust II.
25.9+ -- Statement on Form T-1 of the eligibility of The Bank of
New York, as trustee under the Trust Guarantee of the
Company for the benefit of the holders of Preferred
Securities of the CCCI Capital Trust III.
</TABLE>
- ---------------
* Filed herewith.
** To be filed by subsequent Form 8-K.
+ Incorporated by reference to the exhibits of the Company's Registration
Statement on Form S-3 (Reg. No. 333-33371) dated September 9, 1997.
<PAGE> 1
EXHIBIT 5.1
[Akin, Gump, Strauss, Hauer & Feld Letterhead]
May 4, 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"), and CCCI Capital Trust I, CCCI Capital Trust II,
and CCCI Capital Trust III (each a "Trust" and collectively the "Trusts") in
connection with the filing of a registration statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, for the registration of the sale from
time to time of up to $1,500,000,000 aggregate amount of (i) unsecured senior
debt securities, unsecured subordinated debt securities and unsecured junior
subordinated debt securities of the Company (collectively, the "Debt
Securities"), (ii) preferred stock, par value $1.00 per share, of the Company
(the "Preferred Stock"), (iii) common stock, par value $0.10 per share, of the
Company (the "Common Stock"), (iv) preferred securities of the Trusts (the
"Preferred Securities"), (v) guarantees of the Preferred Securities by the
Company (the "Guarantees"), (vi) warrants of the Company to purchase Common
Stock, Preferred Stock or Debt Securities (the "Warrants"), (viii) stock
purchase contracts to purchase Common Stock or Preferred Stock (the "Purchase
Contracts"), and (ix) stock purchase units, each representing ownership of a
Purchase Contract and Debt Securities, Preferred Securities, or debt obligations
of third parties securing a holder's obligation to purchase Common Stock or
Preferred Stock under the Purchase Contracts (the "Stock Purchase Units").
The senior Debt Securities are to be issued pursuant to an Indenture (the
"Senior Indenture") between the Company and The Bank of New York, as trustee.
The subordinated Debt Securities are to be issued pursuant to an Indenture (the
"Subordinated Indenture") between the Company and The Bank of New York, as
trustee. The junior subordinated Debt Securities are to be issued pursuant to an
Indenture (the "Junior Subordinated Indenture") between the Company and The Bank
of New York, as trustee. The Bank of New York, in its capacity as trustee under
the Senior Indenture, the Subordinated Indenture and the Junior Subordinated
Indenture, is referred to herein as the "Trustee" and the Senior Indenture,
Subordinated Indenture and Junior Subordinated Indenture are referred to herein
collectively as the "Indentures". The Preferred Securities are to be issued from
time to time by each Trust pursuant to an Amended and Restated Declaration of
Trust (the "Amended Declaration") to be filed with the Secretary of State of the
State of Delaware by the Trustee of the relevant Trust.
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:
1. Assuming that the Indentures, any Debt Securities and any
supplemental indentures to be entered into in connection with the issuance
of such Debt Securities have been duly authorized, when (i) a supplemental
indenture in respect of the Debt Securities has been duly executed and
delivered,
<PAGE> 2
(ii) the terms of the Debt Securities have been duly established in
accordance with the applicable Indenture and the applicable supplemental
indenture relating to such Debt Securities so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (iii) the Debt
Securities have been duly executed and authenticated in accordance with the
applicable Indenture and the applicable supplemental indenture relating to
such Debt Securities and duly issued and delivered by the Company in the
manner contemplated on the Registration Statement and any prospectus
supplement relating thereto, the Debt Securities (including any Debt
Securities duly issued (a) upon exchange or conversion of any shares of
Preferred Stock that are exchangeable or convertible into Debt Securities,
(b) upon the exercise of any Warrants exercisable for Debt Securities or
(c) as part of Stock Purchase Units) will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms,
except as (1) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally, and (2) the availability of
equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law or
in equity).
2. Assuming that the Guarantees have been duly authorized, when (i)
the applicable Guarantee Agreement (the "Guarantee Agreement") has been
duly executed and delivered so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental or regulatory body having jurisdiction
over the Company, and (ii) the Preferred Securities have been duly issued
and delivered by the applicable Trusts contemplated by the Registration
Statement and any prospectus supplement relating thereto, the Guarantees
will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, except as (a) the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereinafter in effect relating
to or affecting the enforcement of creditors' rights generally, and (b) the
availability of equitable remedies may be limited by equitable principles
of general applicability (regardless of whether considered in a proceeding
at law or in equity).
3. Assuming that a Warrant Agreement relating to the Warrants, (the
"Warrant Agreement") has been duly authorized, when (i) the Warrant
Agreement has been duly executed and delivered, (ii) the terms of the
Warrants and of their issuance and sale have been duly established in
conformity with the Warrant Agreement relating to such Warrants so as not
to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (iii) the
Warrants have been duly executed and countersigned in accordance with the
Warrant Agreement relating to such Warrants, and issued and sold in the
form and in the manner contemplated in the Registration Statement and any
prospectus supplement relating thereto, such Warrants will constitute valid
and binding obligations of the Company, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and
other similar laws now or hereinafter in effect relating to or affecting
creditors' rights generally, and (b) the availability of equitable remedies
may be limited by equitable principles of general applicability (regardless
of whether considered in a proceeding at law or in equity).
4. Assuming that a Purchase Contract Agreement relating to the
Purchase Contracts (the "Purchase Contract Agreement") and such Purchase
Contracts have been duly authorized, when (i) the Purchase Contract
Agreement has been duly executed and delivered, (ii) the terms of the
Purchase Contracts and of their issuance and sale have been duly
established in conformity with the Purchase Contract Agreement so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (iii) the
Purchase Contracts have been duly executed and issued in accordance with
the
2
<PAGE> 3
Purchase Contract Agreement relating to such Purchase Contracts, and issued
and sold in the form and in the manner contemplated in the Registration
Statement and any prospectus supplement relating thereto, such Purchase
Contracts will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other similar laws now
or hereinafter in effect relating to or affecting creditors' rights
generally, and (b) the availability of equitable remedies may be limited by
equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
5. Assuming that the Stock Purchase Units, a Purchase Contract
Agreement relating to the Purchase Contracts comprising a part of the Stock
Purchase Units and such Purchase Contracts have been duly authorized, when
(i) the Purchase Contract Agreement has been duly executed and delivered,
(ii) the terms of the Purchase Contracts and of their issuance and sale
have been duly established in conformity with the Purchase Contract
Agreement so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company and
so as to comply with any requirement or restriction imposed by any court or
governmental or regulatory body having jurisdiction over the Company, (iii)
the terms of the collateral arrangements relating to such Stock Purchase
Units have been duly established and the agreement(s) relating thereto have
been duly executed and delivered, in each case so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company and the collateral has
been deposited with the collateral agent in accordance with such
arrangements, and (iv) the Purchase Contracts have been duly executed and
issued in accordance with the Purchase Contract Agreement relating to such
Purchase Contracts, and issued and sold in the form and in the manner
contemplated in the Registration Statement and any prospectus supplement
relating thereto, such Stock Purchase Units will constitute valid and
binding obligations of the Company, enforceable in accordance with their
terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and
other similar laws now or hereinafter in effect relating to or affecting
creditors' rights generally, and (b) the availability of equitable remedies
may be limited by equitable principles of general applicability (regardless
of whether considered in a proceeding at law or in equity).
6. Upon designation of the relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors of
the Company and the proper filing with the Secretary of State of the State
of Texas of a Statement of Designations, Preferences and Rights relating to
such series of Preferred Stock, all necessary corporate action on the part
of the Company will have been taken to authorize the issuance and sale of
such series of Preferred Stock proposed to be sold by the Company, and when
such shares of Preferred Stock are paid for, issued and delivered in
accordance with the applicable underwriting or other agreement, such shares
of Preferred Stock (including any shares of Preferred Stock issued (i) upon
exercise of any Warrants for Preferred Stock, (ii) upon conversion of any
Debt Securities that are convertible or exchangeable into Preferred Stock,
or (iii) pursuant to Stock Purchase Contracts) will be validly issued,
fully paid and non-assessable.
7. When all necessary corporate action on the part of the Company has
been taken to authorize the issuance and sale of such shares of Common
Stock proposed to be sold by the Company, and when such shares of Common
Stock are issued and delivered in accordance with the applicable
underwriting or other agreement, such shares of Common Stock (including any
shares of Common Stock issued (i) upon exercise of any Warrants for Common
Stock, (ii) upon conversion of any Debt Securities that are convertible or
exchangeable for Common Stock, (iii) pursuant to Stock Purchase Contracts,
or (iv) upon the exchange or conversion of any shares of Preferred Stock
that are exchangeable or convertible into Common Stock) will be validly
issued, fully paid and non-assessable.
In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors shall have duly established the terms of such security
3
<PAGE> 4
and duly authorized the issuance and sale of such security and such
authorization shall not have been modified or rescinded, (ii) the Registration
Statement shall have been declared effective and such effectiveness shall not
have been terminated or rescinded, and (iii) there shall not have occurred any
change in law affecting the validity or enforceability of such security. We have
also assumed that none of the terms of any security to be established subsequent
to the date hereof, nor the issuance and delivery of such security, nor the
compliance by the Company with the terms of such security will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon the Company, or any restriction imposed by any
court or governmental body having jurisdiction over the Company.
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.
4
<PAGE> 1
EXHIBIT 5.2
[Letterhead of Morris, Nichols, Arsht & Tunnell]
May 4, 1998
The CCCI Trusts
(as defined below)
c/o Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Re: The CCCI Trusts (as defined below)
Ladies and Gentlemen:
We have acted as special Delaware counsel to CCCI Capital Trust I, CCCI
Capital Trust II and CCCI Capital Trust III, each a Delaware statutory business
trust (collectively referred to herein as the "CCCI Trusts" and each,
individually, as a "CCCI Trust"), in connection with certain matters relating to
the creation of the CCCI Trusts and the proposed issuance of Preferred
Securities therein to beneficial owners pursuant to and as described in
Registration Statement (and the Prospectus forming a part thereof) on Form S-3
filed with the Securities and Exchange Commission (the "Commission") by the CCCI
Trusts and Clear Channel Communications, Inc. (the "Company") on or about the
date hereof (the "Registration Statement"). Capitalized terms used herein and
not otherwise herein defined are used with respect to each CCCI Trust as defined
in the form of Amended and Restated Declaration of Trust of such CCCI Trust that
was filed as an exhibit to the Company's Registration Statement on Form S-3
(Reg. No. 333-33371) and incorporated by reference in the Registration
Statement.
In rendering this opinion, we have examined and relied upon copies of the
following documents in the forms provided to us: the Certificate of Trust of
each CCCI Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "State Office") on July 30, 1997 (the Certificate of Trust of each
CCCI Trust is referred to herein as a "Certificate"); the Declaration of Trust
of each CCCI Trust dated as of July 30, 1997 (the Declaration of Trust of each
CCCI Trust is referred to herein as an "Original Governing Instrument"); a draft
form of Amended and Restated Declaration of Trust of each CCCI Trust dated
August 8, 1997 (the draft form of Amended and Restated Declaration for each CCCI
Trust is referred to herein as a "Governing Instrument"); the form of Junior
Subordinated Indenture to be entered into between the Company and the Bank of
New York, as Trustee; the form of Guarantee Agreement to be made by the Company
with respect to each CCCI Trust; the form of Underwriting Agreement relating to
the Preferred Securities to be entered into between the Company, on its own
behalf and on behalf of each CCCI Trust, and the Underwriters (as defined
therein) (the "Underwriting Agreement"); the Registration Statement; and a
certification of good standing of each CCCI Trust obtained as of a recent date
from the State Office. In such examinations, we have assumed the genuineness of
all signatures, the conformity to original documents of all documents submitted
to us as drafts or copies or forms of documents to be executed and the legal
capacity of natural persons to complete the execution of documents. We have
further assumed for purposes of this opinion: (i) the due formation or
organization, valid existence and good standing of each entity (other than the
CCCI Trusts) that is a party to any of the documents reviewed by us under the
laws of the jurisdiction of its respective formation or organization; (ii) the
due authorization, execution and delivery by, or on behalf of, each of the
parties thereto of the above-referenced documents with respect to each CCCI
Trust; (iii) that the Company, the Bank of New York, the Bank of New York
(Delaware) and the appropriate Regular Trustees will duly authorize, execute and
deliver the applicable Governing Instrument, Underwriting Agreement and all
other documents contemplated thereby or by the Registration Statement to be
executed in connection with the issuance by each CCCI Trust of Preferred
Securities, in each case prior to the first issuance of Preferred Securities;
(iv) that the Preferred Securities of each CCCI Trust will be offered and sold
pursuant to the Registration Statement and a prospectus supplement that will be
consistent with, and accurately describe, the
<PAGE> 2
terms of the applicable Governing Instrument and the applicable Guarantee
Agreement relating to each such CCCI Trust and all other relevant documents; (v)
that no event has occurred subsequent to the filing of any Certificate that
would cause a dissolution or liquidation of any CCCI Trust under the applicable
Original Governing Instrument or the applicable Governing Instrument; (vi) that
the activities of each CCCI Trust have been and will be conducted in accordance
with its Original Governing Instrument or its Governing Instrument, as
applicable, and the Delaware Business Trust Act, 12 Del. C. sec.sec. 3801 et
seq. (the "Delaware Act"); (vii) that each Holder of Preferred Securities of a
CCCI Trust has, or prior to the first issuance of Preferred Securities of such
CCCI Trust will have, made payment of the required consideration therefor and
received a Preferred Securities Certificate of such CCCI Trust in consideration
thereof in accordance with the terms and conditions of the applicable Governing
Instrument, the Registration Statement, the applicable prospectus supplement and
Underwriting Agreement and that the Preferred Securities of each CCCI Trust are
otherwise issued and sold in accordance with the terms, conditions, requirements
and procedures set forth in the applicable Governing Instrument, the
Registration Statement, the applicable prospectus supplement and Underwriting
Agreement; and (viii) that the documents examined by us are in full force and
effect, express the entire understanding of the parties thereto with respect to
the subject matter thereof and have not been amended, supplemented or otherwise
modified, except as herein referenced. No opinion is expressed with respect to
the requirements of, or compliance with, federal or state securities or blue sky
laws. We have not participated in the preparation of the Registration Statement
or any other offering material relating to the Preferred Securities, and we
assume no responsibility for their contents. As to any fact material to our
opinion, other than those assumed, we have relied without independent
investigation on the above-referenced documents and certificates and on the
accuracy, as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. Each CCCI Trust is a duly created and validly existing statutory
business trust in good standing under the laws of the State of Delaware.
2. The Preferred Securities of each CCCI Trust, upon issuance, will
constitute validly issued and, subject to the qualifications set forth in
paragraph 3 below, fully paid and non-assessable beneficial interests in
the assets of such CCCI Trust.
3. Under the Delaware Act and the terms of the applicable Governing
Instrument, each Preferred Security Holder of a CCCI Trust, in such
capacity, will be entitled to the same limitation of personal liability as
that extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware; provided,
however, we express no opinion with respect to the liability of any
Preferred Security Holder of a CCCI Trust who is, was or may become a named
Trustee of such CCCI Trust. We note that pursuant to Section 11.04 of each
Governing Instrument, each CCCI Trust may withhold amounts otherwise
distributable to a Holder of such CCCI Trust and pay over such amounts to
the applicable jurisdictions in accordance with federal, state and local
law and any amount withheld will be deemed to have been distributed to such
Holder and that, pursuant to each Governing Instrument, Preferred Security
Holders of a CCCI Trust may be obligated to make payments or provide
indemnity or security under the circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "LEGAL
OPINIONS" in the Prospectus forming a part thereof. In giving this consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission thereunder. This opinion speaks only as
of the date hereof and is based on our understandings and assumptions as to
present facts, and on our review of the above-referenced documents and the
application of Delaware law as the same exist as of the date hereof, and we
undertake no obligation to update or supplement this opinion after the date
hereof for the benefit of any person or entity with respect to any facts or
circumstances that may hereafter come to our attention or any changes in facts
or law that may hereafter occur or take effect. This opinion is intended solely
for the benefit of the addressees hereof in connection with the matters
contemplated
<PAGE> 3
hereby and may not be relied on by any other person or entity or for any other
purpose without our prior written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ MORRIS, NICHOLS, ARSHT & TUNNELL
------------------------------------
<PAGE> 1
EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS EXCEPT RATIO)
<TABLE>
<CAPTION>
12 MONTHS ENDED
------------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
Income before income taxes.................. 104,077 71,240 49,817 36,396 15,696
Dividends and other income received from
nonconsolidated affiliates................ 4,624 10,430 1,432 -- --
------- ------- ------ ------ ------
Total............................. 108,701 81,670 51,249 36,396 15,696
FIXED CHARGES
Interest expense............................ 75,076 30,080 20,752 7,669 5,390
Amortization of loan fees................... 1,451 506 1,004 82 5
Interest portion of rentals................. 6,120 424 361 262 188
------- ------- ------ ------ ------
Total fixed charges............... 82,647 31,010 22,117 8,013 5,583
Preferred stock dividends
Tax effect of preferred dividends........... 0 0 0 0 0
After tax preferred dividends............... 0 0 0 0 0
------- ------- ------ ------ ------
Total fixed charges and preferred
dividends................................. 82,647 31,010 22,117 8,013 5,583
------- ------- ------ ------ ------
Total earnings available for
payment of fixed charges........ 191,348 112,680 73,366 44,409 21,279
======= ======= ====== ====== ======
Ratio of earnings to fixed
charges......................... 2.32 3.63 3.32 5.54 3.81
======= ======= ====== ====== ======
Rental fees and charges..................... 76,500 5,299 4,510 3,273 2,344
Interest rate..................... 8% 8% 8% 8% 8%
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
shelf Registration Statement on Form S-3 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 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
May 4, 1998
San Antonio, Texas
<PAGE> 1
EXHIBIT 23.2
Board of Directors
Clear Channel Communications, Inc
We consent to the incorporation by reference in the Registration Statement
on Form S-3 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
May 5, 1998
<PAGE> 1
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-3 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.
KPMG Peat Marwick LLP
Dallas, Texas
May 4, 1998
<PAGE> 1
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
------------------------------------
Phoenix, Arizona
May 1, 1998
<PAGE> 1
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-3 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
- ------------------------------------
Chicago, Illinois
May 4, 1998
<PAGE> 1
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-3 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
Fort Lauderdale, Florida
May 4, 1998
