<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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>
<CAPTION>
TEXAS 74-1787539
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
------------------------
<TABLE>
<S> <C>
200 CONCORD PLAZA, SUITE 600 L. LOWRY MAYS
SAN ANTONIO, TEXAS 78216 CLEAR CHANNEL COMMUNICATIONS, INC.
(210) 822-2828 200 CONCORD PLAZA, SUITE 600
(Address, including zip code, and telephone number, SAN ANTONIO, TEXAS 78216
including area code, of registrant's principal (210) 822-2828
executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
------------------------
COPIES TO:
<TABLE>
<S> <C>
STEPHEN C. MOUNT, ESQ. JOHN WHITE, ESQ.
Akin, Gump, Strauss, Hauer & Feld, L.L.P. Cravath, Swaine & Moore
1500 Bank of America Plaza Worldwide Plaza
300 Convent Street 825 Eighth Avenue
San Antonio, Texas 78205 New York, NY 10019
(210) 281-7000 (212) 474-1000
(210) 224-2035 (fax) (212) 474-3700 (fax)
</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. [ ]
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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $.10 per
share................................ 20,700,000 Shares $69.2813 $1,434,122,910 $398,686
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933
based on the average of the high and low sales prices of the Common Stock
reported by the New York Stock Exchange on April 30, 1999.
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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
DATED MAY 7, 1999
PROSPECTUS
<TABLE>
<S> <C> <C>
18,000,000 SHARES
CLEAR CHANNEL COMMUNICATIONS, INC.
[LOGO] COMMON STOCK
</TABLE>
------------------------
Of the 18,000,000 shares of our common stock being offered by this
prospectus, 15,449,832 are being offered by the selling shareholder listed under
the heading "Selling Shareholder" on page 22 and 2,550,168 are being offered by
us. Our common stock trades on the New York Stock Exchange under the symbol
"CCU." On May 6, 1999, the last reported sale price of our common stock on the
New York Stock Exchange was $70.625 per share. This is a firm commitment
underwriting.
------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.
------------------------
<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public Offering Price.................................... $ $
Underwriting Discount.................................... $ $
Proceeds, before expenses, to Selling Shareholder........ $ $
Proceeds, before expenses, to Clear Channel.............. $ $
</TABLE>
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
We intend to grant an option for the purchase of an additional 2,700,000
shares of common stock to the underwriters to cover over-allotments.
------------------------
BT ALEX. BROWN
MORGAN STANLEY DEAN WITTER
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
<TABLE>
<S> <C>
CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO.
LEHMAN BROTHERS SCHRODER & CO. INC.
BancBoston Robertson Stephens Donaldson, Lufkin & Jenrette
First Union Capital Markets ING Baring Furman Selz LLC
Corp. PaineWebber Incorporated
NationsBanc Montgomery Thomas Weisel Partners LLC
Securities LLC
Prudential Securities
</TABLE>
------------------------
THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE> 3
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
This document contains certain forward-looking statements about us within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Although we believe that, in making any such
statements, our expectations are based on reasonable assumptions, any such
statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. When used in this
document, the words "anticipates," "believes," "expects," "intends," and similar
expressions, as they relate to us or our management, are intended to identify
such forward-looking statements. These forward-looking statements are subject to
numerous risks and uncertainties. Important factors that could cause actual
results to differ materially from those in forward-looking statements, certain
of which are beyond our control, include:
- the impact of general economic conditions in the U.S. and in other
countries in which we currently do business;
- industry conditions, including competition;
- fluctuations in exchange rates and currency values;
- capital expenditure requirements;
- legislative or regulatory requirements;
- interest rates;
- taxes; and
- access to capital markets.
The actual results, performance or achievements by us could differ
materially from those expressed in, or implied by, these forward-looking
statements. Accordingly, we cannot be certain that any of the events anticipated
by the forward-looking statements will occur or, if any of them do, what impact
they will have on us.
---------------------
You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover. Our business, financial condition, results of operations and
prospects may have changed since that date.
2
<PAGE> 4
SUMMARY
This summary may not contain all of the information that may be important
to you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. All information set forth
in this prospectus has been adjusted to reflect two-for-one stock splits
effected in December 1996 and July 1998. Unless we state otherwise, the
information in this prospectus assumes no exercise by the underwriters of their
option to purchase an additional 2,700,000 shares of common stock.
CLEAR CHANNEL
We are a diversified media company with two business segments: broadcasting
and outdoor advertising. As of May 4, 1999, immediately after our merger with
Jacor Communications, Inc., we owned, programmed, or sold airtime for 430
domestic radio stations, two international radio stations and 19 domestic
television stations. In addition, as of December 31, 1998, we were one of the
world's largest outdoor advertising companies based on a total advertising
display inventory of approximately 89,008 domestic display faces and 213,566
international display faces.
During the year ended December 31, 1998, we derived approximately 48% of
our net revenue from broadcasting operations and approximately 52% from outdoor
advertising operations. A brief description of each of our primary lines of
business follows:
BROADCASTING
As of May 4, 1999, we owned, programmed or sold airtime for 284 FM and 146
AM radio stations, and 19 television stations in 101 domestic markets. Our radio
stations employ a wide variety of programming formats, such as News/Talk/Sports,
Country, Adult Contemporary, Urban and Rock. We also operate several radio
networks and produce more than 50 syndicated programs and services for more than
4,000 radio stations. Our syndicated programs include Rush Limbaugh, The Dr.
Laura Schlessinger Show and Dr. Dean Edell, the top three rated radio programs
in the United States. In addition, we currently own the following interests in
radio broadcasting companies:
- 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 29.1% non-voting equity interest in Heftel Broadcasting Corporation, a
leading domestic Spanish-language radio broadcaster;
- a 40% equity interest in Grupo Acir Communicaciones, S.A. de C.V., one of
the largest radio broadcasters in Mexico; and
- a 50% equity interest in Radio Bonton, a.s., which owns an FM radio
station in the Czech Republic.
Our television stations are affiliated with various television networks,
including FOX, UPN, ABC, NBC and CBS. The primary sources of programming for our
ABC, NBC and CBS affiliated television stations are their respective networks,
which produce and distribute programming in exchange for each station's
commitment to air the programming at specified times and for commercial
announcement time during the programming. We supply the majority of programming
to our FOX and UPN affiliates by selecting and purchasing syndicated television
programs.
OUTDOOR ADVERTISING
As of December 31, 1998, we owned a total of 302,574 advertising display
faces, including 5,783 display faces operated under license management
agreements, and we provided outdoor advertising services in over 32 domestic
markets and 14 international markets. Our domestic display faces include
billboards of various
3
<PAGE> 5
sizes and various small display faces on the interior and exterior of various
public transportation vehicles. Our international display faces include street
furniture, transit displays and billboards of various sizes. We also operate
numerous smaller displays such as cube displays in retail malls and convenience
store window displays. Additionally, we currently own the following interests in
outdoor advertising companies:
- a 50% equity interest in Hainan White Horse Advertising Media Investment
Co. Ltd., which operates street furniture displays in China;
- a 40% equity interest in Expoplakat AS, which operates billboard displays
in Estonia;
- a 50% equity interest in Sirocco International SA, which is developing a
new 8 square meter format network and obtaining concessions for 2 square
meter format panels in France;
- a 50% equity interest in Adshel Street Furniture Pty., Limited, which
operates street furniture displays in Australia and New Zealand;
- a 30% equity interest in Capital City Posters Pty., Ltd, which operates
street furniture and billboard displays in Singapore; and
- a 31.9% equity interest in Master & More Co., Ltd, which operates
billboard displays in Thailand.
Our principal executive offices are located at 200 Concord Plaza, Suite
600, San Antonio, Texas 78216 (telephone: 210-822-2828).
RECENT DEVELOPMENTS
On May 4, 1999, we closed our merger with Jacor Communications, Inc.
Pursuant to the terms of the merger agreement, each share of Jacor common stock
was exchanged for 1.1573151 shares of our common stock. Approximately 60.9
million shares of our common stock were issued in the Jacor merger. We also
assumed Jacor's outstanding debt. At March 31, 1999, Jacor had total outstanding
indebtedness of approximately $1.6 billion, including publicly traded notes in
the aggregate principal amount of $539.6 million and Liquid Yield Option Notes
which had an aggregate accreted value of $308.2 million. Jacor options and stock
appreciation rights outstanding at the time of the merger are now exercisable
for approximately 3.4 million shares of our common stock. In addition, Jacor
common stock purchase warrants and LYONs are exercisable or convertible into
approximately 12.6 million shares of our common stock.
At the time of the Jacor merger, Jacor owned, programmed or sold airtime
for 157 FM and 81 AM radio stations and one television station. Jacor also
produced more than 50 syndicated programs and services for more than 4,000 radio
stations.
We frequently evaluate strategic opportunities both within and outside our
existing lines of business and from time to time enter into letters of intent.
Although we have no definitive agreements with respect to significant
acquisitions not set forth in this prospectus, we expect from time to time to
pursue additional acquisitions and may decide to dispose of certain businesses.
These additional acquisitions or dispositions could be material.
4
<PAGE> 6
THE OFFERING
Common stock offered by the selling
shareholder......................... 15,449,832 shares
Common stock offered by Clear
Channel............................. 2,550,168 shares
Common stock outstanding after the
offering(1)......................... 329,628,243 shares
Use of proceeds..................... We intend to use the net proceeds of
the offering relating to the shares to
be sold by us to repay indebtedness
under our domestic revolving credit
facility. We will not receive any
proceeds of the offering relating to
the shares to be sold by the selling
shareholder.
Risk factors........................ See "Risk Factors" beginning on page 8
for a discussion of factors you should
carefully consider before deciding to
invest in the common stock.
New York Stock Exchange symbol...... CCU
- ---------------
(1) Excludes approximately 849,000 shares of common stock issuable upon the
completion of the acquisition of Dame Media, approximately 12.6 million
shares of common stock issuable to holders of Jacor warrants and Liquid
Yield Option Notes, approximately 10.2 million shares of common stock
issuable pursuant to outstanding stock options including those assumed by us
in our merger with Jacor, approximately 161,000 shares of common stock
issuable pursuant to phantom stock plan obligations assumed by us as part of
our acquisition of 98% of the outstanding stock of Eller Media Corporation
and approximately 1.9 million shares of common stock issuable upon exercise
of the right of the holders of the minority interest in Eller Media to
require us to acquire such minority interest.
5
<PAGE> 7
SUMMARY HISTORICAL FINANCIAL DATA
The following sets forth our summary historical financial data for the
three years ended December 31, 1998 and the three month periods ended March 31,
1998 and 1999. After tax cash flow is net income plus depreciation, amortization
of intangibles (including that of non-consolidated affiliates) and deferred
taxes. EBITDA is net income before interest expense, income taxes, and
depreciation and amortization. You should not consider after tax cash flow and
EBITDA in isolation from, or as a substitute for, or more meaningful than,
operating income, net income or cash flow and other consolidated income or cash
flow statement data computed in accordance with generally accepted accounting
principles or as a measure of operating performance, or as an alternative to
operating cash flows as a measure of liquidity. Although after tax cash flow and
EBITDA are not calculated in accordance with generally accepted accounting
principles, they are widely used in the media industry as a measure of a
company's operating performance because they assist in comparing performance on
a consistent basis across companies without regard to depreciation and
amortization, which can vary significantly depending on accounting methods,
particularly where acquisitions are involved, or non-operating factors such as
historical cost bases.
Acquisitions and dispositions significantly impact the comparability of the
historical consolidated financial data reflected in this financial data. The
results of interim periods are not necessarily indicative of results of the
entire fiscal year. This information is only a summary and you should read the
information presented below in conjunction with our consolidated financial
statements and related notes, incorporated into this prospectus by reference.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,__
--------------------------------------------------- -----------------------------------
PRO FORMA PRO FORMA
AS ADJUSTED AS ADJUSTED
1996 1997 1998 1998(1) 1998 1999 1999(1)
--------- ----------- ----------- ----------- --------- --------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenue........................ $ 351,739 $ 697,068 $ 1,350,940 $2,364,186 $ 203,642 $ 376,787 $571,450
Operating expenses................. 198,332 394,404 767,265 1,448,212 123,774 244,822 384,578
Depreciation and amortization...... 45,790 114,207 304,972 607,412 43,011 110,648 173,893
Corporate expenses................. 8,527 20,883 37,825 66,040 5,909 12,447 18,076
--------- ----------- ----------- ---------- --------- --------- --------
Operating income................... 99,090 167,574 240,878 242,522 30,948 8,870 (5,097)
Interest expense................... 30,080 75,076 135,766 289,499 25,701 31,832 59,730
Other income (expense)............. 2,230 11,579 12,810 23,013 2,795 10,919 93,940
--------- ----------- ----------- ---------- --------- --------- --------
Income (loss) before income
taxes............................. 71,240 104,077 117,922 (23,964) 8,042 (12,043) 29,113
Income taxes....................... 28,386 47,116 72,353 96,117 4,259 2,889 29,381
--------- ----------- ----------- ---------- --------- --------- --------
Income (loss) before equity income
(loss) of nonconsolidated
affiliates........................ 42,854 56,961 45,569 (120,081) 3,783 (14,932) (268)
Equity in net income (loss) of
Nonconsolidated affiliates........ (5,158) 6,615 8,462 8,091 1,796 2,196 2,196
--------- ----------- ----------- ---------- --------- --------- --------
Net income (loss).................. $ 37,696 $ 63,576 $ 54,031 $ (111,990) $ 5,579 $ (12,736) $ 1,928
========= =========== =========== ========== ========= ========= ========
Net income (loss) per common
share:(2)
Basic............................. $ 0.26 $ 0.36 $ 0.23 $ (0.36) $ 0.03 $ (0.05) $ 0.01
========= =========== =========== ========== ========= ========= ========
Diluted........................... $ 0.25 $ 0.33 $ 0.22 $ (0.36) $ 0.02 $ (0.05) $ 0.01
========= =========== =========== ========== ========= ========= ========
Weighted average common shares
outstanding
Basic............................. 146,844 176,960 236,060 307,358 196,986 265,850 327,809
========= =========== =========== ========== ========= ========= ========
Diluted........................... 149,260 183,030 249,123 325,254 203,416 280,918 355,559
========= =========== =========== ========== ========= ========= ========
STATEMENT OF CASH FLOWS DATA:
Cash flows from operating
activities........................ $ 107,604 $ 164,820 $ 271,236 $ 69,674 $ 90,273
========= =========== =========== ========= =========
Cash flows from investing
activities........................ $(796,764) $(1,345,793) $(1,599,874) $(201,212) $(148,115)
========= =========== =========== ========= =========
Cash flows from financing
activities........................ $ 700,470 $ 1,188,929 $ 1,340,479 $ 132,656 $ 51,634
========= =========== =========== ========= =========
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
MARCH 31,
-------------------------------------
PRO FORMA
AS ADJUSTED
1998 1999 1999(1)
---------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 36,498 $ 30,290 $ 45,016
Total assets................................................ 7,539,918 7,490,071 14,113,260
Long-term debt, net of current(3)........................... 2,323,643 2,260,694 3,415,875
Shareholders' equity........................................ 4,483,429 4,505,867 8,836,981
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,__
-------------------------------------------- --------------------------------
PRO FORMA PRO FORMA
AS ADJUSTED AS ADJUSTED
1996 1997 1998 1998(1) 1998 1999 1999(1)
-------- -------- -------- ----------- ------- -------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA:
After tax cash flow......................... $107,318 $213,445 $419,745 $53,855 $113,183
======== ======== ======== ======= ========
EBITDA...................................... $141,952 $299,975 $567,122 $881,038 $78,550 $132,633 $264,932
======== ======== ======== ======== ======= ======== ========
Ratio of earnings to fixed charges.......... $ 3.63 $ 2.32 $ 1.83 $ 1.29 $ 0.68
======== ======== ======== ======= ========
</TABLE>
- ---------------
(1) As adjusted to reflect the offering and to give effect to the Jacor merger
and certain of our and Jacor's completed acquisitions as if those
transactions had occurred on January 1, 1998 and January 1, 1999, as
appropriate.
(2) Adjusted to reflect the effect of the two-for-one stock splits distributed
in December 1996 and July 1998.
(3) Includes $575 million aggregate principal amount of our 2 5/8% senior
convertible notes due April 1, 2003 issued on March 30, 1998.
7
<PAGE> 9
RISK FACTORS
You should consider carefully the following information in conjunction with
the other information contained in this prospectus and the documents and risk
factors incorporated by reference herein before deciding to acquire the common
stock offered in this prospectus.
LOSSES AND PRO FORMA LOSSES
We reported a net loss for the three months ended March 31, 1999. On a pro
forma basis, giving effect to the Jacor merger, we had a net loss for the year
ended December 31, 1998 and for the three months ended March 31, 1999. We expect
such losses to continue.
AMOUNT OF OUR OUTSTANDING DEBT
We currently use a significant portion of our operating income for debt
service. Our leverage could make us vulnerable to an increase in interest rates
or a downturn in the operating performance of our broadcast properties or
outdoor advertising properties or a decline in general economic conditions. At
March 31, 1999, we had borrowings under our credit facility and other long term
debt outstanding of approximately $2.3 billion and shareholders' equity of $4.5
billion. We expect to continue to borrow funds to finance acquisitions of
broadcasting and outdoor advertising properties, as well as for other purposes.
We may borrow up to $2 billion under our domestic credit facility at floating
rates equal to the London InterBank Offered Rate plus a maximum of 1.0%. At
March 31, 1999, we had borrowed approximately $949.1 million under our domestic
credit facility. In addition, at March 31, 1999, Jacor had total outstanding
indebtedness of approximately $1.6 billion, including publicly traded notes and
LYONs, and stockholders' equity of approximately $1.2 billion. As a result of
our merger with Jacor, we have assumed this indebtedness. Our debt may increase
in the future depending upon our future acquisitions and our operating
performance.
WE MAY NEED TO REPAY OR REDEEM JACOR INDEBTEDNESS
As a result of the Jacor merger, substantially all of Jacor's indebtedness
could become currently payable. At March 31, 1999, Jacor had total outstanding
indebtedness of approximately $1.6 billion, including publicly traded notes in
the aggregate principal amount of $539.6 million and LYONs which had an
aggregate accreted value of $308.2 million. Jacor's credit facility has been
refinanced. The Jacor merger has also triggered the change in control provisions
of the Jacor notes and LYONs, and the holders of these securities may require us
to repurchase their securities. We must offer to purchase the outstanding Jacor
notes for consideration equal to 101% of the principal amount, plus any accrued
and unpaid interest. We must also offer to purchase the outstanding Jacor LYONs.
In the event that the holders require that we purchase all or a substantial
portion of the Jacor notes and LYONs, there can be no assurance that we would
have the funds available to satisfy such obligations.
OUR OPERATIONS MAY BE RESTRICTED BY INDEBTEDNESS
Our credit facility contains numerous restrictions, including limitations
on capital expenditures, the incurrence of additional indebtedness, payment of
cash dividends, and requirements to maintain certain financial ratios. In
addition, our subsidiaries' indebtedness may restrict our operations as well. In
particular, if all or part of the Jacor indebtedness remains outstanding because
either the Jacor debt holders do not accept our mandatory offers to purchase
such indebtedness or we do not otherwise purchase such indebtedness on
acceptable terms, the terms of such indebtedness may restrict the ability of
Jacor and its subsidiaries to make funds available to us in the form of
dividends, loans, advances or otherwise. Much of Jacor's indebtedness is high
yield indebtedness and restricts Jacor and its subsidiaries from incurring
additional indebtedness, selling assets or stock, engaging in asset swaps,
mergers or consolidations and entering into transactions with affiliates. The
covenants for this type of indebtedness are more restrictive than those
contained in our public indebtedness. Accordingly, our indebtedness, including
our subsidiaries' indebtedness, may, among other things, cause us to incur
substantial consolidated interest expense and principal repayment obligations
and limit our ability to obtain additional debt financing.
8
<PAGE> 10
WE MAY HAVE DIFFICULTIES IN COMBINING OUR OPERATIONS WITH JACOR
We may not be able to successfully combine the operations of Jacor with our
own operations. Any unexpected delays or costs of combining the two companies
could adversely affect us and disrupt our operations. Additionally, the
operations, management and personnel of the two companies may not be compatible.
Following the Jacor merger, we may experience the loss of key personnel.
DEPENDENCE ON KEY PERSONNEL
Our business is dependent upon the performance of certain key employees,
including our chief executive officer and other executive officers. We also
employ or independently contract with several on-air personalities and hosts of
syndicated radio programs with significant loyal audiences in their respective
markets. Although we have entered into long-term agreements with certain of our
executive officers, key on-air talent and program hosts to protect our interests
in those relationships, we can give no assurance that such key personnel will
remain with us or will retain their audiences.
OUR INTERNATIONAL OPERATIONS HAVE ADDED RISKS
Doing business in foreign countries carries with it certain risks that are
not found in doing business in the United States. We currently derive a portion
of our revenues from international radio and outdoor operations in Europe,
Mexico, Australia and New Zealand. The risks of doing business in foreign
countries, which could result in losses against which we are not insured,
include:
- potential adverse changes in the diplomatic relations of foreign
countries with the United States;
- hostility from local populations;
- the adverse effect of currency exchange controls;
- restrictions on the withdrawal of foreign investment and earnings;
- government policies against businesses owned by foreigners;
- expropriations of property;
- the potential instability of foreign governments;
- the risk of insurrections;
- risks of renegotiation or modification of existing agreements with
governmental authorities;
- foreign exchange restrictions; and
- changes in taxation structure.
EXCHANGE RATES MAY CAUSE FUTURE LOSSES IN INTERNATIONAL OPERATIONS
Because we own assets overseas and derive revenues from our international
operations, we may incur currency translation losses due to changes in the
values of foreign currencies and in the value of the U.S. dollar. We cannot
predict the effect of exchange rate fluctuations upon future operating results.
To reduce a portion of our exposure to the risk of international currency
fluctuations, we maintain a hedge by incurring amounts of debt in some
currencies approximately equivalent to our net assets in those currencies. We
review this hedge position monthly. We currently maintain no other derivative
instruments to reduce the exposure to translation and/or transaction risk but
may adopt other hedging strategies in the future.
EXTENSIVE GOVERNMENT REGULATION MAY LIMIT OUR OPERATIONS
Broadcasting. The federal government extensively regulates the domestic
broadcasting industry, and any changes in the current regulatory scheme could
significantly affect us. Our broadcasting business depends upon maintaining
broadcasting licenses issued by the Federal Communications Commission for
maximum terms of eight years. Renewals of broadcasting licenses can be attained
only through the FCC's grant of
9
<PAGE> 11
appropriate applications. Although the FCC rarely denies a renewal application,
the FCC could deny future renewal applications. Such a denial could adversely
affect our operations.
The federal communications laws limit the number of broadcasting properties
we may own in a particular area. While the Telecommunications Act of 1996
relaxed the FCC's multiple ownership limits, any subsequent modifications that
tighten those limits could adversely affect us by making it impossible for us to
complete the acquisition of stations in potential acquisitions or requiring us
to divest stations we have already acquired.
Moreover, changes in other governmental regulations and policies may have a
material impact upon us. For example, we currently provide programming to
several television stations we do not own and receive programming from other
parties for certain television stations we do own. These programming
arrangements are made through contracts known as local marketing agreements. The
FCC is currently considering revisions to its policy regarding television local
marketing agreements. These revisions could restrict our ability to enter into
television local marketing agreements in the future, as well as require us to
terminate our programming arrangements under existing local marketing
agreements.
Antitrust. Additional acquisitions by us of radio and television stations
and outdoor advertising properties will require antitrust review by the federal
antitrust agencies, and we can give no assurances that the Department of Justice
or the Federal Trade Commission will not seek to bar us from acquiring
additional radio or television stations or outdoor advertising properties in any
market where we already have a significant position. Following the passage of
the Telecommunications Act of 1996, the DOJ has become more aggressive in
reviewing proposed acquisitions of radio stations, particularly in instances
where the proposed acquirer already owns one or more radio station properties in
a particular market and seeks to acquire another radio station in the same
market. The DOJ has, in some cases, obtained consent decrees requiring radio
station divestitures in a particular market based on allegations that
acquisitions would lead to unacceptable concentration levels. The DOJ also
actively reviews proposed acquisitions of outdoor advertising properties. In
addition, the antitrust laws of foreign jurisdictions will apply if we acquire
international broadcasting properties.
Environmental. As the owner or operator of various real properties and
facilities, especially in our outdoor advertising operations, we must comply
with various federal, state and local environmental laws and regulations.
Historically, we have not incurred significant expenditures to comply with these
laws. However, additional environmental laws passed in the future or a finding
of a violation of existing laws could require us to make significant
expenditures.
GOVERNMENT REGULATION OF OUTDOOR ADVERTISING MAY ADVERSELY AFFECT OUTDOOR
ADVERTISING OPERATIONS
The outdoor advertising industry is subject to extensive governmental
regulation at the federal, state and local level and compliance with existing
and future regulations could have a significant financial impact on us. Federal
law, principally the Highway Beautification Act of 1965, encourages states to
implement legislation to restrict billboards located within 660 feet of, or
visible from, highways except in commercial or industrial areas. Every state has
implemented regulations at least as restrictive as the Highway Beautification
Act, including a ban on the construction of new billboards along federally-aided
highways and the removal of any illegal signs on these highways at the owner's
expense and without any compensation.
States and local jurisdictions have, in some cases, passed additional
regulations on the construction, size, location and, in some instances,
advertising content of outdoor advertising structures adjacent to federally-
aided highways and other thoroughfares. From time to time governmental
authorities order the removal of billboards by the exercise of eminent domain
and certain jurisdictions have also adopted amortization of billboards in
varying forms. Amortization permits the billboard owner to operate its billboard
only as a non-conforming use for a specified period of time, after which it must
remove or otherwise conform its billboards to the applicable regulations at its
own cost without any compensation. Several municipalities within our existing
markets have adopted amortization ordinances. We can give no assurance that we
will be successful in negotiating acceptable arrangements in circumstances in
which our displays are subject to removal or amortization, and what effect, if
any, such regulations may have on our operations.
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<PAGE> 12
In addition, we are unable to predict what additional regulations may be
imposed on outdoor advertising in the future. Legislation regulating the content
of billboard advertisements and additional billboard restrictions have been
introduced in Congress from time to time in the past. Changes in laws and
regulations affecting outdoor advertising at any level of government, including
laws of the foreign jurisdictions in which we operate, could have a material
adverse effect on us.
OUR ACQUISITION STRATEGY COULD POSE RISKS
Operational Risks. We intend to grow through the acquisition of
broadcasting companies and assets, outdoor advertising companies, individual
outdoor advertising display faces, and other assets that we believe will assist
our customers in marketing their products and services. Our acquisition strategy
involves numerous risks, including:
- Certain of such acquisitions may prove unprofitable and fail to generate
anticipated cash flows;
- To successfully manage a rapidly expanding and significantly larger
portfolio of broadcasting and outdoor advertising properties, we may need
to recruit additional senior management and expand corporate
infrastructure;
- We may encounter difficulties in the integration of operations and
systems;
- Management's attention may be diverted from other business concerns; and
- We may lose key employees of acquired companies or stations.
We frequently evaluate strategic opportunities both within and outside our
existing lines of business. We expect from time to time to pursue additional
acquisitions and may decide to dispose of certain businesses. Such acquisitions
or dispositions could be material.
Capital Requirements Necessary for Additional Acquisitions. We will face
stiff competition from other broadcasting and outdoor advertising companies for
acquisition opportunities. If the prices sought by sellers of these companies
continue to rise, we may find fewer acceptable acquisition opportunities. In
addition, the purchase price of possible acquisitions could require additional
debt or equity financing on our part. We can give no assurance that we will
obtain the needed financing or that we will obtain such financing on attractive
terms. Additional indebtedness could increase our leverage and make us more
vulnerable to economic downturns and may limit our ability to withstand
competitive pressures. Additional equity financing could result in dilution to
our shareholders.
WE FACE INTENSE COMPETITION IN THE BROADCASTING AND OUTDOOR ADVERTISING
INDUSTRIES
Our business segments are in highly competitive industries, and we may not
be able to maintain or increase our current audience ratings and advertising
revenues. Our radio and television stations and outdoor advertising properties
compete for audiences and advertising revenues with other radio and television
stations and outdoor advertising companies, as well as with other media, such as
newspapers, magazines, cable television, and direct mail, within their
respective markets. Audience ratings and market shares are subject to change,
which could have an adverse effect on our revenues in that market. Other
variables that could affect our financial performance include:
- economic conditions, both general and relative to the broadcasting
industry;
- shifts in population and other demographics;
- the level of competition for advertising dollars;
- fluctuations in operating costs;
- technological changes and innovations;
- changes in labor conditions; and
- changes in governmental regulations and policies and actions of federal
regulatory bodies.
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<PAGE> 13
NEW TECHNOLOGIES MAY AFFECT OUR BROADCASTING OPERATIONS
The FCC is considering ways to introduce new technologies to the radio
broadcast industry, including satellite and terrestrial delivery of digital
audio broadcasting and the standardization of available technologies which
significantly enhance the sound quality of AM broadcasts. We are unable to
predict the effect such technologies will have on our broadcasting operations,
but the capital expenditures necessary to implement such technologies could be
substantial. We also face risks in implementing the conversion of our television
stations to digital television, which the FCC has ordered and for which it has
established a timetable. We will incur considerable expense in the conversion to
digital television and are unable to predict the extent or timing of consumer
demand for digital television services. Moreover, the FCC may impose additional
public service obligations on television broadcasters in return for their use of
digital television spectrum. This could add to our operational costs. The most
contentious issue yet to be resolved is the extent to which cable systems will
be required to carry broadcasters' new digital channels. Our television stations
are highly dependent on their carriage by cable systems in the areas they serve.
Thus, FCC rules that impose no or limited obligations on cable systems to carry
the digital television signals of television broadcast stations in their local
markets could adversely affect our television operations.
RESTRICTIONS ON OUTDOOR TOBACCO ADVERTISING AND ALCOHOL ADVERTISING MAY CAUSE A
REDUCTION IN OUR REVENUES
Regulations, potential legislation and recent settlement agreements related
to outdoor tobacco advertising could have a material adverse effect on us. The
major U.S. tobacco companies that are defendants in numerous class action suits
throughout the country recently reached an out-of-court settlement with 46
states, the District of Columbia, and five U.S. territories that includes a ban
on outdoor advertising of tobacco products. The settlement agreement was
finalized on November 23, 1998, but must be ratified by the courts in each of
the jurisdictions participating in the settlement. In accordance with the
settlement, the ban on outdoor advertising of tobacco products went into effect
on April 23, 1999. In addition to the mass settlement, the tobacco industry
previously had come to terms with the remaining four states individually. The
terms of such individual settlements also included bans on outdoor advertising
of tobacco products. The elimination of billboard advertising by the tobacco
industry will cause a reduction in our direct revenues from such advertisers and
may simultaneously increase the available space on the existing inventory of
billboards in the outdoor advertising industry. This industry-wide increase in
space may in turn result in a lowering of outdoor advertising rates or limit the
ability of industry participants to increase rates for some period of time.
In addition to the settlement agreements, state and local governments are
also regulating the outdoor advertising of alcohol and tobacco products. For
example, several states and cities have laws restricting outdoor advertising of
tobacco products near schools and other locations frequented by children. Some
cities have proposed even broader restrictions, including complete bans on
outdoor tobacco advertising on billboards, signs, kiosks, and private business
window displays. Similarly, several state and local governments have passed laws
or ordinances severely restricting or banning outdoor advertising of alcoholic
beverages. The legality of some of these restrictions on outdoor advertising of
tobacco products and alcoholic beverages has been challenged on constitutional
grounds with mixed results in court. Thus, it can be expected that state and
local governments may continue to propose or pass similar laws and ordinances to
limit outdoor advertising of alcohol, tobacco and other products or services in
the future. Legislation regulating tobacco and alcohol advertising has also been
introduced in a number of European countries in which we conduct business, and
could have a similar impact.
WE MUST SUCCESSFULLY IMPLEMENT JACOR'S STRATEGY TO DEVELOP UNDERDEVELOPED
PROPERTIES
We may not be able to improve the performance of our portfolio of
underdeveloped properties. Before the Jacor merger, part of Jacor's business
strategy had been to improve the broadcast cash flow and ratings of its
underdeveloped properties that had insignificant broadcast cash flow or
insignificant ratings. In evaluating acquisition opportunities, Jacor had sought
out underdeveloped properties because Jacor believed that such radio stations
would provide the potential for the greatest improvement in broadcast cash flow.
Typically, Jacor would make a substantial investment in an underdeveloped
property to improve its programming
12
<PAGE> 14
operations and/or signal. Approximately one-half of Jacor's portfolio of radio
stations represented underdeveloped properties. We can give no assurance that we
will be successful in improving the performance of these underdeveloped
properties, even if we incur substantial costs in our attempt to improve the
performance of these properties. Our failure to succeed in improving the
performance of these underdeveloped properties could have an adverse effect on
our financial condition and results of operations.
FAILURE TO RENEW OUR NETWORK AFFILIATION CONTRACTS MAY CAUSE A REDUCTION IN
REVENUE
The failure to renew our network affiliation agreements or the renewal of
those agreements on terms less favorable than our existing agreements could
cause a reduction in revenue generated by our television stations. Our
television stations are affiliated with various television networks which
produce and distribute programming in exchange for each station's commitment to
air the programming at specified times and for commercial announcement time
during the programming. Revenue from our television stations is generated, in
part, by fees received from the affiliated television networks. The network
affiliation agreements must be renewed from time to time. There can be no
assurance that our network affiliation agreements can be renewed on terms as
favorable as those in our existing agreements, if at all.
WE COULD BE ADVERSELY AFFECTED BY YEAR 2000 PROBLEMS
We are exposed to the risk that the year 2000 issue could cause system
failures or miscalculations in our broadcast, outdoor and corporate locations
which could cause disruptions of operations, including, among other things, a
temporary inability to produce broadcast signals, process financial
transactions, or engage in similar normal business activities. As a result, we
have determined that we will be required to modify or replace portions of our
software and certain hardware so that those systems will properly utilize dates
beyond December 31, 1999. We presently believe that with modifications or
replacements of existing software and certain hardware, the year 2000 issue can
be mitigated. To date, the amounts incurred and expensed for developing and
carrying out the plans to complete the year 2000 modifications have not had a
material effect on our operations. We plan to complete the year 2000
modifications, including testing, by July 1, 1999. The total remaining cost for
addressing year 2000 is not expected to be material to our operations. If such
modifications and replacements are not made, are not completed on time or are
insufficient to prevent systems failures or other disruptions, the year 2000
issue could have a material impact on our operations.
In addition, the possibility of interruption exists in the event that the
information systems of our significant vendors are not year 2000 compliant. The
inability of such vendors to complete their year 2000 resolution process in a
timely fashion could materially impact us. The effect of non-compliance by such
vendors is not determinable. In addition, disruptions in the economy generally
resulting from the year 2000 issues could also materially adversely affect us.
We could be subject to litigation for computer systems failure, for example,
equipment shutdown or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
13
<PAGE> 15
USE OF PROCEEDS
Our net proceeds from this offering are estimated to be approximately
$174.4 million ($359.8 million if the underwriters' over-allotment option is
exercised in full) at an assumed offering price of $70.625 per share, after
deducting the underwriting discount and estimated offering expenses that we will
have paid. We will use the net proceeds to repay borrowings outstanding under
our domestic credit facility. As of March 31, 1999, approximately $949.1 million
in borrowings was outstanding under our domestic credit facility and the
effective interest rate thereon was approximately 5.19%. Borrowings under this
credit facility, which must be paid in full by June 2005, currently bear
interest as of the date of this prospectus supplement at a floating rate based
on the LIBOR plus a maximum of 1.0%. Previous borrowings under this credit
facility were used to fund recent acquisitions and to refinance certain of the
indebtedness assumed by us in connection with these acquisitions. Upon repayment
of such borrowings, the amount repaid will become immediately available to us
for re-borrowing under this credit facility. We expect that amounts available
for re-borrowing under this credit facility as a result of the application of
the net proceeds of this offering will be used to finance acquisitions. The
purchase price of, and the debt assumed in, future acquisitions are expected to
be financed from borrowings under this credit facility, other debt or equity
financings and cash flow from operations. We will not receive any proceeds from
the sale of our common stock by the selling shareholder.
COMMON STOCK PRICE RANGE AND DIVIDENDS
The common stock trades on the NYSE under the symbol "CCU." The table below
sets forth, for the calendar quarters indicated, the reported high and low
closing prices of the common stock as reported on the NYSE.
<TABLE>
<CAPTION>
CLEAR CHANNEL
COMMON STOCK
MARKET PRICE
---------------
HIGH LOW
------ ------
<S> <C> <C>
1997
First Quarter............................................. $24.81 $17.13
Second Quarter............................................ 31.69 21.38
Third Quarter............................................. 34.38 29.31
Fourth Quarter............................................ 39.72 30.00
1998
First Quarter............................................. 50.03 36.72
Second Quarter............................................ 54.56 44.06
Third Quarter............................................. 61.75 40.38
Fourth Quarter............................................ 54.50 36.12
1999
First Quarter............................................. 67.44 53.13
Second Quarter (through May 6, 1999)...................... 74.00 66.00
</TABLE>
On May 6, 1999, the closing price per share of our common stock was
$70.625. We urge shareholders to obtain current market quotations before making
any decision with respect to an investment in the common stock.
We intend to retain future earnings for use in our business and we do not
anticipate paying any dividends on the common stock in the foreseeable future.
Our credit facility limits our ability to pay dividends, other than dividends
payable wholly in our capital stock.
On May 3, 1999, there were approximately 628 holders of record of our
common stock.
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<PAGE> 16
CAPITALIZATION
The following table sets forth the current portion of long-term debt and
capitalization of Clear Channel as of March 31, 1999, as adjusted to give effect
to the sale of the 2,550,168 shares of common stock offered by us in this
prospectus and the Jacor merger.
<TABLE>
<CAPTION>
MARCH 31, 1999
-----------------------------------------
AS PRO FORMA
ACTUAL ADJUSTED(1) AS ADJUSTED(2)
---------- ----------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>
Current portion of long-term debt...................... $ 27,023 $ 27,023 $ 62,023
========== ========== ===========
Credit Facility -- domestic............................ 949,100 774,697 774,697
Credit Facility -- international....................... 126,301 126,301 126,301
7.25% Debentures due October 15, 2027.................. 300,000 300,000 300,000
6.25% Senior notes due June 15, 2008................... 125,000 125,000 125,000
6.875% Senior debentures due June 15, 2018............. 175,000 175,000 175,000
2.625% Convertible debentures.......................... 575,000 575,000 575,000
Other long-term debt................................... 10,293 10,293 10,293
Jacor long-term debt(3)................................ -- -- 1,817,654
Shareholders' equity:
Class A Preferred Stock, $1.00 par value, 2,000,000
shares authorized, no shares issued or outstanding... -- -- --
Class B Preferred Stock, $1.00 par value, 8,000,000
shares authorized, no shares issued or outstanding... -- -- --
Common Stock, $.10 par value, 600,000,000 shares
authorized, 266,039,115 shares issued and outstanding
(268,589,283 shares as adjusted)..................... 26,618 26,873 32,814
Additional paid-in capital............................. 4,165,879 4,340,027 8,456,311
Common stock warrants.................................. -- -- 34,486
Retained earnings...................................... 210,926 210,926 210,926
Other equity........................................... (22,727) (22,727) (22,727)
Unrealized gain on investments......................... 125,171 125,171 125,171
---------- ---------- -----------
Total shareholders' equity................... 4,505,867 4,680,270 8,836,981
---------- ---------- -----------
Total capitalization......................... $6,766,561 $6,766,561 $12,740,926
========== ========== ===========
</TABLE>
- ---------------
(1) As adjusted to give effect to this offering and the application of the
estimated net proceeds of approximately $174.4 million at an assumed
offering price of $70.625 per share.
(2) As adjusted to reflect the offering and giving effect to the Jacor merger as
if these transactions had occurred on March 31, 1999.
(3) We assumed Jacor's outstanding indebtedness upon the completion of the Jacor
merger. As of March 31, 1999, Jacor had indebtedness of approximately $1.6
billion, including its LYONs. The amount in the table above includes
adjustments of approximately $229.9 million to reflect the fair value of
Jacor's indebtedness and merger related expenses. See "Risk
Factors -- Amount of Our Outstanding Debt."
15
<PAGE> 17
BUSINESS
We are a diversified media company with two business segments: broadcasting
and outdoor advertising. We were incorporated in Texas in 1974. As of May 4,
1999, we owned, programmed, or sold airtime for 430 domestic radio stations, two
international radio stations and 19 domestic television stations. In addition,
as of December 31, 1998 we were one of the world's largest outdoor advertising
companies based on total advertising display inventory of 89,008 domestic
display faces and 213,566 international display faces.
During 1998, we derived approximately 48% of our net revenue from
broadcasting operations and approximately 52% from outdoor advertising
operations.
The broadcasting segment includes both radio and television stations for
which we are the licensee and radio and television stations for which we program
or sell air time under local marketing agreements or joint sales agreements. The
broadcasting segment also operates radio networks and produces syndicated
programming. The outdoor advertising segment includes advertising display faces
which we own or operate under lease management agreements.
BROADCASTING
The following table sets forth certain selected information with regard to
each of our 146 AM and 286 FM radio stations; 19 television stations and two
satellite television stations that we owned, programmed, or for which we sold
airtime, as of May 4, 1999 immediately following our merger with Jacor. Excluded
from the following table are the one AM and two FM Mexican radio stations which
we provide programming to and sell airtime for under exclusive sales agency
arrangements.
<TABLE>
<CAPTION>
RADIO TELEVISION
--------------------------- ------------------------
AM FM NETWORK
MARKET STATIONS STATIONS TOTAL STATION AFFILIATION
- ------ -------- -------- ----- ------- -----------
<S> <C> <C> <C> <C> <C>
DOMESTIC:
ALABAMA
Mobile..................................... 2 4 6 -- --
Mobile, AL/Pensacola, FL................... -- -- WPMI-TV NBC
WJTC-TV(a) UPN
ARIZONA
Phoenix.................................... -- 2 2
Tucson..................................... -- -- -- KTTU-TV(b) UPN
ARKANSAS
Little Rock................................ -- 5 5 KLRT-TV FOX
KASN-TV(a) UPN
CALIFORNIA
Antelope Valley............................ 1 2 3 -- --
Los Angeles/Thousand Oaks.................. 3 4 7 -- --
Monterey................................... 2 4 6 -- --
Riverside.................................. 2 -- 2 -- --
San Diego.................................. 3 5 8 -- --
San Francisco.............................. -- 2 2 -- --
San Jose................................... -- 3 3 -- --
Santa Barbara.............................. 3 4 7 -- --
Santa Clarita.............................. 1 -- 1 -- --
COLORADO
Denver..................................... 3 5 8 -- --
Ft. Collins-Greeley........................ 2 2 4 -- --
CONNECTICUT
New Haven.................................. 2 1 3 -- --
</TABLE>
16
<PAGE> 18
<TABLE>
<CAPTION>
RADIO TELEVISION
--------------------------- ------------------------
AM FM NETWORK
MARKET STATIONS STATIONS TOTAL STATION AFFILIATION
- ------ -------- -------- ----- ------- -----------
<S> <C> <C> <C> <C> <C>
FLORIDA
Florida Keys............................... 1(a) 7(c) 8 -- --
Ft. Myers/Naples........................... 1 4 5 -- --
Jacksonville............................... 3(d) 6 9 WAWS-TV FOX
WTEV-TV(a) UPN
Miami/Ft. Lauderdale....................... 2 5 7 -- --
Orlando.................................... 2 5 7 -- --
Panama City................................ 1 4 5 -- --
Pensacola.................................. -- 2(e) 2 -- --
Punta Gorda................................ 1 2 3 -- --
Sarasota................................... 2 4(c) 6 -- --
Tallahassee................................ 1 4 5 -- --
Tampa/St. Petersburg....................... 3 5 8 -- --
West Palm Beach............................ 3 4 7 -- --
GEORGIA
Atlanta.................................... 3 6 9 -- --
IDAHO
Boise...................................... 2 4 6 -- --
Idaho Falls/Pocatello...................... 2 3 5 -- --
Twin Falls................................. 1 2 3 -- --
IOWA
Cedar Rapids............................... 2 2 4 -- --
Des Moines................................. 1 2 3 -- --
Ft. Madison/Burlington..................... 2 2 4 -- --
KANSAS
Hoisington................................. -- -- -- KBDK-TV(f)(c) n/a
Salina..................................... -- -- -- KAAS-TV(f) FOX
Wichita.................................... -- -- -- KSAS-TV FOX
KENTUCKY
Lexington.................................. 2 5(g) 7 -- --
Louisville................................. 3 5 8 -- --
LOUISIANA
New Orleans................................ 2 5 7 -- --
Shreveport................................. 2 3 5 -- --
MARYLAND
Baltimore.................................. 1 2 3 -- --
MASSACHUSETTS
Springfield................................ 2 1 3 -- --
MICHIGAN
Grand Rapids............................... 2 4 6 -- --
MINNESOTA
Minneapolis................................ -- -- -- WFTC-TV FOX
MISSISSIPPI
Jackson.................................... 2 2 4 -- --
MISSOURI
St. Louis.................................. 1 5 6 -- --
</TABLE>
17
<PAGE> 19
<TABLE>
<CAPTION>
RADIO TELEVISION
--------------------------- ------------------------
AM FM NETWORK
MARKET STATIONS STATIONS TOTAL STATION AFFILIATION
- ------ -------- -------- ----- ------- -----------
<S> <C> <C> <C> <C> <C>
NEVADA
Las Vegas.................................. -- 4 4 -- --
NEW YORK
Albany..................................... 1 3 4 -- --
Albany/Schenectady/Troy.................... -- -- -- WXXA-TV FOX
Rochester.................................. 2 5 7 -- --
Syracuse................................... 2 3 5 -- --
NORTH CAROLINA
Greensboro................................. 2 2 4 -- --
Raleigh.................................... 1 4 5 -- --
NORTH DAKOTA
Bismark.................................... 1 1 2 -- --
OHIO
Chillicothe................................ 1 -- 1 -- --
Cincinnati................................. 4 4 8 WKRC-TV CBS
Cleveland.................................. 1 5 6 -- --
Columbus................................... 2 3 5 -- --
Dayton..................................... 1 5 6 -- --
Defiance................................... -- 1 1 -- --
Findlay.................................... -- 2 2 -- --
Greenville................................. -- 1 1 -- --
Lima....................................... 1 3 4 -- --
Marion..................................... 1 2 3 -- --
Sandusky................................... 1 2 3 -- --
Springfield................................ 1 -- 1 -- --
Tiffin..................................... 1 1 2 -- --
Toledo..................................... 2 3 5 -- --
Washington Court House..................... 1 1 2 -- --
Youngstown................................. 2 3(h) 5 -- --
OKLAHOMA
Guymon..................................... 1(a) -- 1 -- --
Oklahoma City.............................. 3(g) 4 7 -- --
Tulsa...................................... 2(g) 4(h) 6 KOKI-TV FOX
KTFO-TV(a) UPN
OREGON
Albany/Corvallis........................... 2 2 4 -- --
Medford.................................... 1 4 5 -- --
Portland................................... 2 3(c) 5 -- --
PENNSYLVANIA
Allentown.................................. 1 1 2 -- --
Lancaster.................................. 1 1 2 -- --
Newcastle.................................. 1 1 2 -- --
Reading.................................... 1 1 2
Harrisburg/Lebanon/Lancaster/York.......... -- -- -- WHP-TV CBS
WLHY-TV(a) UPN
RHODE ISLAND
Providence................................. -- 2 2 WPRI-TV CBS
WNAC-TV(a) FOX
</TABLE>
18
<PAGE> 20
<TABLE>
<CAPTION>
RADIO TELEVISION
--------------------------- ------------------------
AM FM NETWORK
MARKET STATIONS STATIONS TOTAL STATION AFFILIATION
- ------ -------- -------- ----- ------- -----------
<S> <C> <C> <C> <C> <C>
SOUTH CAROLINA
Barnwell................................... 1 -- 1 -- --
Charleston................................. 1 4 5 -- --
Columbia................................... 1 3 4 -- --
Greenville................................. 1 3 4 -- --
TENNESSEE
Cookeville................................. 2 2 4 -- --
Memphis.................................... 3 4 7 WPTY-TV ABC
WLMT-TV(a) UPN
TEXAS
Austin..................................... 1 3 4 -- --
Dallas..................................... -- 2 2 -- --
El Paso.................................... 2 3 5 -- --
Houston.................................... 3(i) 7(g) 10 -- --
San Antonio................................ 3(g) 4 7 -- --
UTAH
Salt Lake City............................. 3 4 7 -- --
VIRGINIA
Norfolk.................................... -- 4 4 -- --
Richmond................................... 3 3 6 -- --
WASHINGTON
Centralia.................................. 1 1 2 -- --
WISCONSIN
Milwaukee.................................. 1 3 4 -- --
WYOMING
Casper..................................... 2(c) 1 3 -- --
Cheyenne................................... 1 4(g) 5 -- --
INTERNATIONAL:
DENMARK
Copenhagen................................. -- 2 2 -- --
--- --- --- ------- ---
Total...................................... 146 286 432 21
=== === === =======
</TABLE>
- ---------------
(a) Station programmed pursuant to a local marketing agreement (FCC licenses
not owned by us).
(b) Station programmed by another party pursuant to a local marketing
agreement.
(c) Includes one station for which Clear Channel holds a construction permit
but which is not yet operating.
(d) Includes two stations to be divested in connection with the Jacor merger.
(e) Includes one station for which we sell airtime pursuant to a joint sales
agreement (FCC license not owned by us).
(f) Satellite station of KSAS-TV in Wichita, Kansas.
(g) Includes one station programmed pursuant to a local marketing agreement
(FCC license not owned by us).
(h) Includes two stations programmed pursuant to local marketing agreements
(FCC licenses not owned by us).
(i) Includes two stations that are owned by CCC-Houston AM, Ltd., in which we
own an 80% interest.
19
<PAGE> 21
We also own the Kentucky News Network based in Louisville, Kentucky, the
Virginia News Network based in Richmond, Virginia, the Oklahoma News Network
based in Oklahoma City, Oklahoma, the Voice of Southwest Agriculture Network
based in San Angelo, Texas, the Clear Channel Sports Network based both in
College Station, Texas, and Des Moines, Iowa, the Alabama Radio Network based in
Birmingham, Alabama, the Tennessee Radio Network based in Nashville, Tennessee,
the University of Miami Sports Network based in Miami, Florida, the Florida
Radio Network based in Orlando, Florida, the University of Florida Sports
Network based in Gainesville, Florida and Orlando, Florida, and the Penn State
Sports Network based in State College, Pennsylvania.
Following our merger with Jacor, we now produce more than 50 syndicated
programs and services for more than 4,000 radio stations, which programs include
Rush Limbaugh, The Dr. Laura Schlessinger Show and Dr. Dean Edell, the top three
rated radio programs in the United States.
OUTDOOR ADVERTISING
The following table sets forth certain selected information with regard to
our outdoor advertising display faces as of December 31, 1998.
<TABLE>
<CAPTION>
TOTAL
DISPLAY
MARKET FACES(A)
- ------ --------
<S> <C>
DOMESTIC:
ARIZONA
Phoenix..................................................... 360
Tucson...................................................... 1,450
CALIFORNIA
Los Angeles(b).............................................. 12,412
North California(c)......................................... 5,177
DELAWARE
Wilmington.................................................. 1,084
FLORIDA
Tampa(d).................................................... 1,999
Atlantic Coast.............................................. 659
Orlando..................................................... 1,968
Jacksonville................................................ 1,075
Gulf Coast.................................................. 625
Miami....................................................... 1,972
Ocala....................................................... 1,058
GEORGIA
Atlanta..................................................... 2,068
ILLINOIS
Chicago..................................................... 7,088
INDIANA
Indianapolis................................................ 1,383
IOWA
Des Moines.................................................. 649
MARYLAND
Baltimore................................................... 1,413
Salisbury................................................... 1,060
Washington, DC.............................................. 669
MINNESOTA
Minneapolis................................................. 1,751
</TABLE>
20
<PAGE> 22
<TABLE>
<CAPTION>
TOTAL
DISPLAY
MARKET FACES(A)
- ------ --------
<S> <C>
NEW YORK
Yonkers..................................................... 711
Hudson Valley............................................... 401
OHIO
Cleveland(e)................................................ 2,276
PENNSYLVANIA
Philadelphia................................................ 2,661
SOUTH CAROLINA
Myrtle Beach................................................ 1,234
TENNESSEE
Chattanooga................................................. 1,487
Memphis..................................................... 2,507
TEXAS
Dallas...................................................... 4,758
San Antonio................................................. 3,480
Houston..................................................... 5,083
El Paso..................................................... 1,293
WISCONSIN
Milwaukee................................................... 1,664
OTHER OUT-OF-HOME
Various..................................................... 9,750
UNION PACIFIC SOUTHERN PACIFIC(F)
Various..................................................... 5,783
INTERNATIONAL:
Belgium..................................................... 2,943
Canada...................................................... 36
Denmark..................................................... 19,996
Estonia..................................................... 220
Finland..................................................... 1,242
France...................................................... 27,526
Great Britain............................................... 43,279
Ireland..................................................... 5,055
Latvia...................................................... 200
Lithuania................................................... 200
Norway...................................................... 4,790
Russia...................................................... 650
Sweden...................................................... 19,917
Taiwan...................................................... 577
Small Transit displays(g)................................... 86,935
-------
Total............................................. 302,574
=======
</TABLE>
(a) Domestic display faces primarily include 20'X60' bulletins, 14'X48'
bulletins, 12'X25' Premier Panels(TM), 25'X25' Premier Plus Panels(TM),
12'X25' 30-sheet posters, 6'X12' 8-sheet posters, and various transit
displays. International display faces include street furniture, various
transit displays and billboards of various sizes.
(b) Includes Los Angeles, San Diego, Orange, Riverside, San Bernardino and
Ventura counties.
(c) Includes San Francisco, Oakland, San Jose, Santa Cruz, Sacramento and
Solano counties.
21
<PAGE> 23
(d) Includes Sarasota and Bradenton.
(e) Includes Akron and Canton.
(f) Represents licenses managed under the Union Pacific Southern Pacific
License Management Agreement.
(g) Represents small display faces on the interior and exterior of various
public transportation vehicles.
SELLING SHAREHOLDER
The following table sets forth, as of the date of this prospectus,
information with respect to the selling shareholder and the number of shares of
common stock owned by the selling shareholder that are being offered pursuant to
this prospectus.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF COMMON STOCK
BENEFICIAL OWNERSHIP OF COMMON AFTER THIS OFFERING
STOCK PRIOR TO THIS OFFERING --------------------
------------------------------ PERCENT OF
PERCENT OF TOTAL SHARES TO BE SOLD TOTAL
NAME SHARES OUTSTANDING IN THIS OFFERING SHARES OUTSTANDING
- ---- ---------- ---------------- ----------------- ------ -----------
<S> <C> <C> <C> <C> <C>
Zell/Chilmark Fund, L.P.(1).... 15,449,832(2) 4.7% 15,449,832 --(2) --(2)
</TABLE>
- ---------------
(1) The address of Zell/Chilmark Fund, L.P., a Delaware limited partnership
("Zell/Chilmark"), is Two North Riverside Plaza, Suite 600, Chicago,
Illinois 60606. Zell/Chilmark is controlled by Samuel Zell, who served as
Chairman of the Board of Jacor prior to the Jacor merger, and David M.
Schulte, a former director of Jacor, as follows: the sole general partner of
Zell/Chilmark is ZC Limited Partnership ("ZC Limited"); the sole general
partner of ZC Limited is ZC Partnership; the sole general partners of ZC
Partnership are ZC, Inc. and CZ Inc.; Mr. Zell is the sole beneficial owner
of ZC, Inc.; and Mr. Schulte is the sole beneficial owner of CZ Inc. Messrs.
Zell, Schulte and Rod Dammeyer and Ms. Sheli Rosenberg constitute all of the
members of the management committee of ZC Limited.
(2)Does not include shares beneficially owned by Messrs. Zell, Schulte, Dammeyer
or Ms. Rosenberg.
The sole relationship that the selling shareholder has had with us within
the past three years is in connection with the Jacor merger. The selling
shareholder is a former Jacor stockholder and received shares of our common
stock in connection with the Jacor merger. All information set forth in the
table above, other than under the heading "Percent of Total Outstanding," has
been obtained from the selling shareholder.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
Our board of directors has the authority to issue up to 900,000,000 shares
of our common stock. As of May 5, 1999, 327,078,075 shares of our common stock
were outstanding. Our common shareholders are entitled to one vote per share on
all matters submitted to a vote of shareholders. In addition, our common
shareholders may receive dividends, if any, on a pro rata basis that our board
of directors may declare from time to time from legally available funds.
However, these payments of dividends would be subject to the payment of any
preferential dividends on any of our preferred stock that may be outstanding. If
we liquidate, dissolve or wind up our company, our common shareholders would be
entitled to share ratably in any assets available for distribution to them after
payment of all our obligations and all preferential distributions payable on any
of our preferred stock then outstanding.
Our common 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 our common stock currently outstanding are, and the shares
offered hereby will be when we issue them, validly issued, fully paid and
nonassessable.
22
<PAGE> 24
PREFERRED STOCK
Our board of directors may issue up to 2,000,000 shares of our Class A
preferred stock and up to 8,000,000 shares of our Class B preferred stock.
Either class of preferred stock may be issued in one or more series, and the
rights, preferences, privileges and qualifications of the preferred stock may be
fixed by our board of directors without any further vote or action by our
shareholders. However, shares of Class B preferred stock will not be entitled to
more than one vote per share when the shares are voted as a class with our
common shareholders. In addition, our board of directors and management have
undertaken not to issue, without our shareholders' prior approval, Class B
preferred stock:
- for any defensive or anti-takeover purpose;
- to implement any shareholders' rights plan; or
- with features intended to make any attempted acquisition of us more
difficult or costly.
However, the restrictions do not apply to the 2,000,000 shares of Class A
preferred stock that are currently authorized.
If our board of directors issues shares of either class of preferred stock,
this issuance could decrease the amount of earnings and assets available for
distribution to our common shareholders. In addition, this issuance could
adversely affect the rights and powers, including voting rights, of common
shareholders and may have the effect of delaying, deferring or preventing us
from undergoing a change in control. No shares of either class of preferred
stock have ever been issued.
REPURCHASE AGREEMENT
In May 1977, we and several of our shareholders at the time, including L.
Lowry Mays and B.J. McCombs, entered into a Buy-Sell Agreement restricting the
ability of L. Lowry Mays and B.J. McCombs and their heirs, legal
representatives, successors and assigns to dispose of shares of our common stock
owned by them. The Buy-Sell Agreement provides that in the event that L. Lowry
Mays, B.J. McCombs or their heirs, legal representatives, successors and assigns
desire to dispose of their shares, other than by will or intestacy or through
gifts to the party's spouse or children, they must offer their shares for a
period of 30 days to us. They must offer, for a period of 30 days, any shares
not purchased by us to the other parties to the Buy-Sell Agreement. If we or the
other parties to the Buy-Sell Agreement do not purchase all of their shares so
offered, the party offering his shares may sell them to a third party during the
following 90-day period at a price and on terms not more favorable than those
offered to us and the other parties. In addition, L. Lowry Mays, B.J. McCombs or
their heirs, legal representatives, successors and assigns may not, individually
or in concert with others, sell any shares so as to deliver voting control to a
third party without providing in the sale that all parties to the Buy-Sell
Agreement will be offered the same price and terms for their shares as provided
in the sale. The Buy-Sell Agreement will continue in effect following the date
of this prospectus and may preserve the control of the present principal
shareholders.
TEXAS BUSINESS COMBINATION LAW
We are governed by the provisions of the Texas Business Corporation Act.
The TBCA imposes a special voting requirement for the approval of certain
business combinations and related party transactions between public corporations
and affiliated shareholders unless the board of directors of the corporation
approves the transaction or the acquisition of shares by the affiliated
shareholder prior to the affiliate shareholder becoming an affiliated
shareholder. The TBCA prohibits certain mergers, sales of assets,
reclassifications and other transactions between shareholders beneficially
owning 20% or more of the outstanding stock of a Texas public corporation for a
period of three years following the shareholder acquiring shares representing
20% or more of the corporation's voting power unless two-thirds of the
unaffiliated shareholders approve the transaction at a meeting held no earlier
than six months after the shareholder acquires that ownership. A vote of
shareholders is not necessary if the board of directors approves the transaction
or approves the purchase of shares by the affiliated shareholder before the
affiliated shareholder acquires beneficial ownership of 20% of the shares, or if
23
<PAGE> 25
the affiliated shareholder was an affiliated shareholder before December 31,
1996, and continued as such through the date of the transaction.
FOREIGN OWNERSHIP
Due to restrictions imposed by the Communications Act of 1934 on ownership
by aliens of our common stock, our bylaws were amended effective December 31,
1983 to provide that:
- 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;
- we 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;
- no person who is an alien may be elected or serve as one of our officers
or directors; and
- if our stock records at any time reflect one-fifth alien ownership, no
transfers of additional shares to aliens will be made and, if it is found
that any additional shares are in fact held by or for the account of an
alien, the shares shall not be entitled to vote, to receive dividends or
to have any other rights.
An alien owning shares in excess of one-fifth of the total number of
outstanding shares will be required to transfer them to a United States citizen
or to us. This restriction will apply to our common stock offered under this
prospectus and to the issuance or transfer of shares after the date of this
prospectus. Our stock certificates may bear a legend setting forth this
restriction. Since the bylaws were amended, the Communications Act has been
revised to remove the limitations on alien officers and directors.
UNDERWRITING
We and the selling shareholder have entered into an underwriting agreement
with the underwriters named below in which they have severally agreed to
purchase from us and the selling shareholder the number of shares of common
stock set forth beside their names below at the public offering price less the
underwriting discount and commissions set forth on the cover page of this
prospectus.
<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------- ----------------
<S> <C>
BT Alex. Brown Incorporated
Morgan Stanley & Co. Incorporated...........................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Salomon Smith Barney Inc....................................
Credit Suisse First Boston Corporation......................
Goldman, Sachs & Co.........................................
Lehman Brothers Inc.........................................
Schroder & Co. Inc..........................................
BancBoston Robertson Stephens...............................
Donaldson, Lufkin & Jenrette Securities Corporation.........
First Union Capital Markets Corp. ..........................
ING Baring Furman Selz LLC..................................
NationsBanc Montgomery Securities LLC.......................
PaineWebber Incorporated....................................
Prudential Securities Incorporated..........................
Thomas Weisel Partners LLC..................................
----------
Total............................................. 18,000,000
==========
</TABLE>
24
<PAGE> 26
The obligation of the underwriters to purchase the common stock from us and
the selling shareholder is subject to the terms and conditions set forth in the
underwriting agreement. The underwriting agreement requires the underwriters to
purchase all shares of the common stock offered by this prospectus, if any of
such shares are purchased.
The underwriters have advised us and the selling shareholder that they
propose to offer the shares of common stock in this offering to the public at
the public offering price of $ per share and to certain dealers at the
public offering price less a concession not in excess of $ per share. The
underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other dealers. The underwriters may change the
public offering price after the common stock is released for sale to the public.
We have granted to the underwriters an option, exercisable not later than
30 days after the date of this prospectus supplement, to purchase up to
2,700,000 additional shares of common stock at the public offering price less
the underwriting discounts and commissions set forth on the cover page of this
prospectus supplement. To the extent that the underwriters exercise such option,
each of the underwriters will have a firm commitment to purchase approximately
the same percentage of the overallotment that the number of shares of common
stock to be purchased by it shown in the above table bears to 18,000,000, and we
will be obligated, pursuant to the option, to sell such shares to the
underwriters. The underwriters may exercise such option only to cover
overallotments made in connection with the sale of common stock offered pursuant
to this prospectus supplement. If purchased, the underwriters will offer such
additional shares on the same terms as those in which the 18,000,000 shares are
being offered.
We and the selling shareholder have agreed to indemnify the underwriters
with respect to certain liabilities, including liabilities under the Securities
Act of 1933.
To facilitate the offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the market price of the common
stock. Specifically, the underwriters may overallot shares of the common stock
in connection with this offering, thereby creating a short position in the
underwriters' account. A short position results when an underwriter sells more
shares of common stock than such underwriter committed to purchase.
Additionally, to cover such overallotments or to stabilize the market price of
the common stock, the underwriters may bid for, and purchase, shares of the
common stock at a level above that which might otherwise prevail in the open
market. The underwriters are not required to engage in these activities, and, if
commenced, any such activities may be discontinued at any time. The underwriters
also may reclaim selling concessions allowed to an underwriter or dealer, if the
underwriters repurchase shares distributed by that underwriter or dealer.
Clear Channel, L. Lowry Mays and B.J. McCombs have agreed that they will
not, directly or indirectly, offer, sell or otherwise dispose of, any of our
equity securities or any securities convertible into or exchangeable for, or any
rights to purchase or acquire, our equity securities, other than employee stock
options granted by us in the ordinary course of business and certain other
exceptions, for a period of 30 days after the date of this prospectus without
the prior written consent of BT Alex. Brown Incorporated and Morgan Stanley &
Co. Incorporated. B.J. McCombs, one of our directors, may purchase up to 1
million shares of common stock in the offering.
The underwriters and their respective affiliates may be customers of,
lenders to, engage in transactions with, and perform services for us and our
subsidiaries in the ordinary course of business.
25
<PAGE> 27
LEGAL OPINIONS
The validity of the common stock will be passed upon for us by our special
counsel, Akin, Gump, Strauss, Hauer & Feld, L.L.P., San Antonio, Texas and for
the underwriters, dealers or agents by Cravath, Swaine & Moore, New York, New
York. Certain issues will be passed upon for the selling shareholder by its
counsel, Rosenberg & Liebentritt, P.C., Chicago, Illinois. Alan D. Feld, the
sole shareholder of a professional corporation which is a partner of Akin, Gump,
Strauss, Hauer & Feld, L.L.P., is one of our directors and, as of April 8, 1999,
owned approximately 131,000 shares of our common stock, including presently
exercisable options to acquire approximately 114,500 shares.
EXPERTS
Our consolidated financial statements at December 31, 1998 and 1997, and
for each of the three years in the period ended December 31, 1998, and the
financial statement schedule included in our Annual Report on Form 10-K for the
year ended December 31, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon incorporated by
reference elsewhere herein which are based in part on the reports of KPMG,
independent auditors, as to the year ended December 31, 1996, and KPMG LLP,
independent auditors, as to each of the two years in the period ended December
31, 1998. 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 our Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, have been audited by KPMG, independent auditors,
as set forth in their report dated March 4, 1997 included in our Annual Report
on Form 10-K for the year ended December 31, 1996 and incorporated herein by
reference. Such report referred to above is incorporated herein by reference in
reliance upon the authority of such firm as experts in accounting and auditing.
The consolidated financial statements incorporated in this registration
statement 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 our Current Report on Form
8-K dated March 12, 1998, as amended by Form 8-K/A filed on March 23, 1998 and
Form 8-K/A filed on February 23, 1999, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Eller Media Corporation 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 this registration statement are included in our
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 this registration statement are included in our
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.
The financial statement 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
Clear Channel's Current Report on Form 8-K dated December 22, 1997, as amended
by Form 8-K/A filed on February 23, 1999, have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
26
<PAGE> 28
The consolidated financial statements of More Group Plc. as of December 31,
1997 and for the year ended December 31, 1997, included in our Current Report on
Form 8-K/A dated September 4, 1998, as amended by Form 8-K/A filed on January
14, 1999, and Form 8-K/A filed on February 23, 1999, have been audited by Price
Waterhouse Chartered Accountants and Registered Auditors, London, England and
are incorporated by reference herein in reliance upon the report of said firm as
experts in auditing and accounting.
The consolidated balance sheets of Jacor Communications, Inc. and its
subsidiaries as of December 31, 1998 and 1997 and the consolidated statements of
operations and comprehensive income, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1998, have been
incorporated herein in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The consolidated balance sheets of Jacor Communications, Inc. and its
subsidiaries as of December 31, 1997 and 1996 and the consolidated statements of
operations, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1997, have been incorporated herein in reliance on
the reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements, or other information we file with the SEC at its public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov. In addition, you can inspect and copy our
reports, proxy statements and other information at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common
stock is listed.
We filed a registration statement on Form S-3 to register with the SEC our
common stock offered by the selling shareholders. This prospectus is part of
that registration statement. As permitted by SEC rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.
The SEC allows us to "incorporate by reference" the information we filed
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
2. Quarterly Report on Form 10-Q for the three months ended March 31,
1999.
3. Current Report on Form 8-K filed May 7, 1999.
4. Current Report on Form 8-K filed December 10, 1998, as amended by
Form 8-K/A filed February 23, 1999 and Form 8-K/A filed April 12,
1999.
5. Current Report on Form 8-K filed October 9, 1998.
6. Current Report on Form 8-K filed July 10, 1998, as amended by Form
8-K/A filed September 4, 1998, Form 8-K/A filed January 14, 1999
and Form 8-K/A filed February 23, 1999.
7. Current Report on Form 8-K filed March 12, 1998, as amended by Form
8-K/A filed on March 23, 1998 and Form 8-K/A filed on February 23,
1999.
8. Current Report on Form 8-K filed December 22, 1997, as amended by
Form 8-K/A filed February 23, 1999.
27
<PAGE> 29
9. Current Report on Form 8-K filed April 17, 1997.
You may request a copy of these filings, at no cost, by writing or
telephoning:
Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Attn: Office of Investor Relations
Tel: (210) 822-2828
You should rely on the information incorporated by reference or provided in
this prospectus. We have authorized no one to provide you different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
28
<PAGE> 30
------------------------------------------------------
------------------------------------------------------
THROUGH AND INCLUDING (THE 25TH DAY AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER
OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Forward Looking Statements May Prove
Inaccurate.......................... 2
Summary............................... 3
Risk Factors.......................... 8
Use of Proceeds....................... 14
Common Stock Price Range and
Dividends........................... 14
Capitalization........................ 15
Business.............................. 16
Selling Shareholder................... 22
Description of Capital Stock.......... 22
Underwriting.......................... 24
Legal Opinions........................ 26
Experts............................... 26
Where You Can Find More Information... 27
</TABLE>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
18,000,000 SHARES
[CLEAR CHANNEL LOGO]
CLEAR CHANNEL
COMMUNICATIONS, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
, 1999
BT ALEX. BROWN
MORGAN STANLEY DEAN WITTER
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
SCHRODER & CO. INC.
BANCBOSTON ROBERTSON STEPHENS
DONALDSON, LUFKIN & JENRETTE
FIRST UNION CAPITAL MARKETS CORP.
ING BARING FURMAN SELZ LLC
NATIONSBANC MONTGOMERY SECURITIES LLC
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES
THOMAS WEISEL PARTNERS LLC
------------------------------------------------------
------------------------------------------------------
<PAGE> 31
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 distribution of the common stock being registered hereby,
all of which will be paid by Clear Channel Communications, Inc. ("Clear
Channel"), are as follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $398,686
Legal fees and expenses..................................... 100,000
Accounting fees and expenses................................ 100,000
Printing and engraving expenses............................. 100,000
Miscellaneous............................................... 51,314
--------
Total............................................. $750,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF CLEAR CHANNEL.
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
such corporation 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 such corporation 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. Clear Channel has
amended its Articles of Incorporation and added Article Eleven adopting such
limitations on a director's liability. Clear Channel'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 Clear Channel, except in respect of
liabilities arising from gross negligence or willful misconduct in the
performance of their duties.
Article IX(8) of Clear Channel'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 Clear Channel, except in
respect of liabilities arising from negligence or misconduct in the performance
of their duties.
An insurance policy obtained by the registrant provides for indemnification
of officers and directors of Clear Channel and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
1.1* -- Form of Underwriting Agreement.
2.1 -- Agreement and Plan of Merger dated as of October 8, 1998,
as amended on November 11, 1998, among Clear Channel, CCU
Merger Sub, Inc. and Jacor (incorporated by reference to
Annex A to Clear Channel's Registration Statement on Form
S-4 (Reg. No. 333-72839) dated February 23, 1999).
3.1+ -- Current Articles of Incorporation of Clear Channel.
3.2+ -- Second Amended and Restated Bylaws of Clear Channel.
</TABLE>
II-1
<PAGE> 32
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
3.3 -- Amendment to Clear Channel's Articles of Incorporation
(incorporated by reference to Clear Channel's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998).
4.1 -- Buy-Sell Agreement by and between Clear Channel, 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 Clear Channel'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, 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 Clear Channel'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 and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.2 of Clear
Channel's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997).
4.4 -- First Supplemental Indenture dated March 30, 1998, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel and The Bank of New York, as Trustee
(incorporated by reference to the exhibits to Clear
Channel's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998).
4.5 -- Second Supplemental Indenture dated June 16, 1998, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel and The Bank of New York, as Trustee
(incorporated by reference to the exhibits to Clear
Channel's Current Report on Form 8-K dated August 27,
1998).
4.6 -- Third Supplemental Indenture dated June 16, 1998, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel and The Bank of New York, as Trustee
(incorporated by reference to the exhibits to Clear
Channel's Current Report on Form 8-K dated August 27,
1998).
5.1* -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
special counsel for Clear Channel, regarding the common
stock.
23.1* -- Consent of Ernst & Young LLP.
23.2* -- Consent of KPMG.
23.3* -- Consent of KPMG LLP.
23.4* -- Consent of Arthur Andersen LLP.
23.5* -- Consent of PricewaterhouseCoopers LLP.
23.6* -- Consent of Price Waterhouse.
23.7* -- Consent of PricewaterhouseCoopers LLP.
23.8* -- Consent of PricewaterhouseCoopers LLP.
23.9* -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in opinion filed as Exhibit 5.1).
24* -- Power of Attorney for Clear Channel (included on
Signature Page).
</TABLE>
- ---------------
* Filed herewith.
+ Incorporated by reference to the exhibits of Clear Channel's Registration
Statement on Form S-3 (Reg. No. 333-33371) dated September 9, 1997.
II-2
<PAGE> 33
Except as noted above, Clear Channel has not filed as exhibits instruments
with respect to the long term debt of Jacor because the total amount of
securities authorized thereunder does not exceed 10 percent of the total assets
of Clear Channel and its subsidiaries on a consolidated basis. Clear Channel
agrees to furnish a copy of any such agreement to the Commission upon request.
ITEM 17. UNDERTAKINGS
The registrant hereby undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of Clear Channel'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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of Clear
Channel pursuant to the provisions described under Item 15 above or otherwise,
Clear Channel has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by
Clear Channel of expenses incurred or paid by a director, officer or controlling
person of Clear Channel in the successful defense of any action, suit or
proceeding) is asserted against Clear Channel by such director, officer or
controlling person in connection with the securities being registered, Clear
Channel will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 34
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 6, 1999.
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, to sign any Registration Statement
filed pursuant to Rule 462(b) of the Securities Act of 1933, and to cause the
same to be filed 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 desirable to be done in
and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
acts and things that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ L. LOWRY MAYS Chairman, Chief Executive Officer May 6, 1999
- ----------------------------------------------------- and Director
L. Lowry Mays
/s/ MARK P. MAYS President, Chief Operating Officer May 6, 1999
- ----------------------------------------------------- and Director
Mark P. Mays
/s/ RANDALL T. MAYS Senior Vice President, Chief May 6, 1999
- ----------------------------------------------------- Financial Officer (Principal
Randall T. Mays Financial Officer) and Director
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief May 6, 1999
- ----------------------------------------------------- Accounting Officer (Principal
Herbert W. Hill, Jr. Accounting Officer)
/s/ B.J. MCCOMBS Director May 6, 1999
- -----------------------------------------------------
B.J. McCombs
</TABLE>
II-4
<PAGE> 35
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ ALAN D. FELD Director May 6, 1999
- -----------------------------------------------------
Alan D. Feld
/s/ THEODORE H. STRAUSS Director May 6, 1999
- -----------------------------------------------------
Theodore H. Strauss
/s/ JOHN H. WILLIAMS Director May 6, 1999
- -----------------------------------------------------
John H. Williams
/s/ KARL ELLER Director May 6, 1999
- -----------------------------------------------------
Karl Eller
</TABLE>
II-5
<PAGE> 36
EXHIBIT INDEX
1.1* Form of Underwriting Agreement.
2.1 Agreement and Plan of Merger dated as of October 8, 1998, as
amended on November 11, 1998, among Clear Channel, CCU Merger Sub,
Inc. and Jacor (incorporated by reference to Annex A to Clear
Channel's Registration Statement on Form S-4 (Reg. No. 333-72839)
dated February 23, 1999).
3.1+ Current Articles of Incorporation of Clear Channel.
3.2+ Second Amended and Restated Bylaws of Clear Channel.
3.3 Amendment to Clear Channel's Articles of Incorporation
(incorporated by reference to Clear Channel's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998).
4.1 Buy-Sell Agreement by and between Clear Channel, 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 Clear
Channel'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, 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 Clear Channel'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 and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.2 of Clear Channel's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997).
4.4 First Supplemental Indenture dated March 30, 1998, to Senior
Indenture dated October 1, 1997, by and between Clear Channel and
The Bank of New York, as Trustee (incorporated by reference to the
exhibits to Clear Channel's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
4.5 Second Supplemental Indenture dated June 16, 1998, to Senior
Indenture dated October 1, 1997, by and between Clear Channel and
The Bank of New York, as Trustee (incorporated by reference to the
exhibits to Clear Channel's Current Report on Form 8-K dated
August 27, 1998).
4.6 Third Supplemental Indenture dated June 16, 1998, to Senior
Indenture dated October 1, 1997, by and between Clear Channel and
The Bank of New York, as Trustee (incorporated by reference to the
exhibits to Clear Channel's Current Report on Form 8-K dated
August 27, 1998).
5.1* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., special
counsel for Clear Channel, regarding the common stock.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of KPMG.
23.3* Consent of KPMG LLP.
23.4* Consent of Arthur Andersen LLP.
23.5* Consent of PricewaterhouseCoopers LLP.
23.6* Consent of Price Waterhouse.
23.7* Consent of PricewaterhouseCoopers LLP.
23.8* Consent of PricewaterhouseCoopers LLP.
23.9* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
opinion filed as Exhibit 5.1).
24* Power of Attorney for Clear Channel Communications, Inc. (included
on Signature Page).
- -------------------------
* Filed herewith.
+ Incorporated by reference to the exhibits of Clear Channel's Registration
Statement on Form S-3 (Reg. No. 333-33371) dated September 9, 1997.
<PAGE> 1
[Revised--05/05/99]
Clear Channel Communications, Inc.
Underwriting Agreement
New York, New York
, 1999
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Ladies and Gentlemen:
Clear Channel Communications, Inc., a Texas corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II hereto
(the "Underwriters"), for whom you (the "Representatives") are acting as
representatives, the number of shares of Common Stock, $0.10 par value,
("Common Stock"), set forth in Schedule I hereto of the Company, and the
persons named in Schedule I hereto (the "Selling Stockholders") propose to sell
to the underwriters named in Schedule II hereto (the "Underwriters"), for whom
you (the "Representatives") are acting as representatives, the number of shares
of Common Stock, $0.10 par value, ("Common Stock"), set forth in Schedule I
hereto of the Company, (said shares to be issued and sold by the Company and
shares to be sold by the Selling Stockholders collectively being hereinafter
called the "Underwritten Securities"). The Company also proposes to grant to
the Underwriters an option to purchase up to the number of additional shares of
Common Stock indicated on Schedule II (the "Option Securities"; the Option
Securities, together with the Underwritten Securities, being hereinafter called
the "Securities"). If the firm or firms listed in Schedule II hereto include
only the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives", as used herein, shall each be deemed to
refer to such firm or firms. To the extent there are no additional Underwriters
listed on Schedule I other than you, the term Representatives as used
<PAGE> 2
2
herein shall mean you, as Underwriters, and the terms Representatives and
Underwriters shall mean either the singular or plural as the context requires.
Any reference herein to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Exchange Act (excluding the Company's
Registration Statement on Form S-4 dated January 6, 1998) on or before the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
(excluding the Company's Registration Statement on Form S-4 dated January 6,
1998) after the Effective Date of the Registration Statement or the issue date
of the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated therein by reference.
In addition, to the extent that there is not more than one Selling Stockholder
named in Schedule I, the term Selling Stockholder shall mean either the
singular or the plural. The use of the neuter in this Agreement shall include
the feminine and masculine wherever appropriate.
1. Representations and Warranties. (i) The Company represents
and warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in Section 16
hereof.
(a) The Company meets the requirements for the use of Form
S-3 under the Act and has filed with the Commission a registration
statement (the file number of which is set forth in Schedule I hereto)
on such Form, including a basic prospectus, for registration under the
Act of the offering and sale of the Securities. The Company may have
filed one or more amendments thereto, including a Preliminary Final
Prospectus, each of which has previously been furnished to you. The
Company will next file with the Commission one of the following: (x) a
final prospectus supplement relating to the Securities in accordance
with Rules 430A and 424(b), (y) prior to the Effective Date of such
registration statement, an amendment to such registration statement,
including the form of final prospectus supplement, or (z) a final
prospectus in accordance with Rules 415 and 424(b). In the case of
clause (x), the Company has included in such registration statement,
as amended at the Effective Date, all information (other than Rule
430A Information) required by the Act and the rules thereunder to be
included in such registration statement and the Final Prospectus. As
filed, such final prospectus supplement or such amendment and form of
final prospectus supplement shall contain all Rule 430A Information,
together with all other such required information, and, except to the
extent the Representatives shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to you
prior to the Execution Time or, to the extent not completed at
<PAGE> 3
3
the Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the Basic
Prospectus and any Preliminary Final Prospectus) as the Company has
advised you, prior to the Execution Time, will be included or made
therein.
(b) On the Effective Date, the Registration Statement did or
will, and when the Final Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date (as defined
herein), and on any date on which shares sold in respect of the
Underwriters' over-allotment option are purchased, if such date is not
the Closing Date (a "Settlement Date"), the Final Prospectus (and any
supplement thereto) will, comply in all material respects with the
applicable requirements of the Act and the Exchange Act and the
respective rules thereunder; on the Effective Date and at the
Execution Time, the Registration Statement did not or will not contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein not misleading; and, on the Effective Date, the
Final Prospectus, if not filed pursuant to Rule 424(b), will not, and
on the date of any filing pursuant to Rule 424(b) and on the Closing
Date and any Settlement Date, the Final Prospectus (together with any
supplement thereto) will not, include any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement or the Final
Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished (i) herein or (ii) in writing to
the Company by or on behalf of any Underwriter through the
Representatives specifically for inclusion in the Registration
Statement or the Final Prospectus (or any supplement thereto), it
being understood that the information referred to in this clause
(b)(ii) shall be limited to the information described in Section 7(b)
hereof.
(c) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the State
of Texas, with corporate power and authority to own its properties and
conduct its business as described in the Final Prospectus; each of the
subsidiaries of the Company as listed on Schedule III hereto
(collectively, the "Subsidiaries") has been duly organized and is
validly existing in good standing under the laws of the jurisdiction
of its organization, with power and authority to own or lease its
properties and conduct its business as described in the Final
Prospectus; the Company and each of the Subsidiaries are duly
qualified to transact business in all jurisdictions in which the
conduct of their business requires such qualification and a failure to
qualify would have a materially adverse effect upon the business or
financial condition of the Company and the Subsidiaries taken as a
whole; except as set forth on Schedule III hereto, or as
<PAGE> 4
4
described in the Final Prospectus, the outstanding shares of capital
stock of each of the Subsidiaries owned by the Company or a Subsidiary
have been duly authorized and validly issued, are fully paid and
nonassessable and are owned by the Company or another subsidiary free
and clear of all liens, encumbrances and security interests and no
options, warrants or other rights to purchase, agreements or other
obligations to issue or other rights to convert any obligations into
shares of capital stock or ownership interests in the Subsidiaries are
outstanding.
(d) The authorized shares of Common Stock of the Company have
been duly authorized. The outstanding shares of Common Stock of the
Company have been duly authorized and are validly issued, fully-paid
and non-assessable. The Securities to be issued and sold by the
Company have been duly authorized and when issued and paid for as
contemplated herein will be validly issued, fully paid and
non-assessable; and no preemptive rights of stockholders exist with
respect to any of the Securities or the issue and sale thereof.
Neither the filing of the Registration Statement nor the offering or
sale of the Securities as contemplated by this Agreement gives rise to
any rights, other than those which have been waived or satisfied, for
or relating to the registration of any shares of Common Stock.
(e) This Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its
terms.
(f) The information set forth under the caption
"Capitalization" in the Final Prospectus is true and correct. The
Securities conform in all material respects with the statements
concerning them in the Final Prospectus.
(g) The Commission has not issued an order preventing or
suspending the use of any Basic Prospectus, Preliminary Final
Prospectus or Final Prospectus relating to the proposed offering of
the Securities nor instituted proceedings for that purpose.
(h) The consolidated financial statements of the Company and
the Subsidiaries, together with related notes and schedules
incorporated by reference in the Final Prospectus present fairly the
financial position and the results of operations of the Company and
its subsidiaries consolidated, at the indicated dates and for the
indicated periods. Such financial statements have been prepared in
accordance with generally accepted principles of accounting,
consistently applied throughout the periods involved, and all
adjustments necessary for a fair presentation of results for such
periods have been made. The selected and summary financial and
statistical data included in the Final Prospectus present fairly the
information shown therein and have been compiled on a basis consistent
with the financial statements incorporated
<PAGE> 5
5
by reference therein and the books and records of the Company. The pro
forma financial information included in the Final Prospectus present
fairly the information shown therein, have been properly compiled on
the pro forma bases described therein, and, in the opinion of the
Company, the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give
effect to the transactions or circumstances referred to therein.
(i) Except for those license renewal applications of the
Company or its Subsidiaries currently pending before the Federal
Communications Commission (the "FCC"), or as set forth in the Final
Prospectus, there is no action or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of the
Subsidiaries before any court or administrative agency which could
reasonably be likely to result in any material adverse change in the
earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise) of the Company and of
the Subsidiaries (taken as a whole).
(j) The Company and the Subsidiaries have good and marketable
title to all of the properties and assets reflected in the financial
statements hereinabove described (or as described in the Final
Prospectus) subject to no material lien, mortgage, pledge, charge or
encumbrance of any kind, except those reflected in such financial
statements or as described in the Final Prospectus or set forth on
Schedule III. The Company and the Subsidiaries occupy their leased
properties under valid leases with such exceptions as are not material
to the Company and the Subsidiaries taken as a whole and do not
materially interfere with the use made and proposed to be made of such
properties by the Company and the Subsidiaries.
(k) The Company and the Subsidiaries have filed all Federal,
State and foreign income tax returns which have been required to be
filed and have paid all taxes indicated by said returns; and all
assessments received by them or any of them to the extent that such
taxes have become due and are not being contested in good faith. The
Company has no knowledge of any tax deficiency that has been or might
be asserted against the Company.
(l) Since the last date as of which information is given in
the Final Prospectus, as it may be amended or supplemented, there has
not been any material adverse change or any development involving a
prospective material adverse change in or affecting the earnings,
business, management, properties, assets, rights, operations,
condition (financial or otherwise) or business prospects of the
Company and its Subsidiaries (taken as a whole), whether or not
occurring in the ordinary course of business, other than general
economic and industry conditions changes in the ordinary course of
business and changes or transactions described or contemplated in the
Final Prospectus and there has not been any material definitive
<PAGE> 6
6
agreement entered into by the Company or the Subsidiaries, other than
transactions in the ordinary course of business and changes and
transactions contemplated by the Final Prospectus, as it may be
amended or supplemented. None of the Company or the Subsidiaries have
any material contingent obligations which are not disclosed in the
Final Prospectus, as it may be amended or supplemented.
(m) Neither the Company nor any of the Subsidiaries is or
with the giving of notice or lapse of time or both, will be in default
under its certificate or articles of incorporation, by-laws or
partnership agreement or any agreement, lease, contract, indenture or
other instrument or obligation to which it is a party or by which it,
or any of its properties, is bound and which default is of material
significance in respect of the business or financial condition of the
Company and its Subsidiaries (taken as a whole). The execution and
delivery of this Agreement and the consummation of the transactions
herein contemplated and the fulfillment of the terms hereof will not
conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of
trust or other material agreement or instrument to which the Company
or any Subsidiary is a party, or of the certificate or articles of
incorporation, by-laws or partnership agreement of the Company or any
order, rule or regulation applicable to the Company or any Subsidiary,
or of any court or of any regulatory body or administrative agency or
other governmental body having jurisdiction, except in all cases a
conflict, breach or default which would not have a materially adverse
effect on the business or financial condition of the Company and the
Subsidiaries (taken as a whole).
(n) Each approval, consent, order, authorization,
designation, declaration or filing by or with any regulatory,
administrative or other governmental body necessary in connection with
the execution and delivery by the Company of this Agreement and the
consummation of the transactions herein contemplated (except such
additional steps as may be required by the National Association of
Securities Dealers, Inc. or the New York Stock Exchange or may be
necessary to qualify the Securities for public offering by the
Underwriters under State securities or Blue Sky laws) has been
obtained or made and is in full force and effect.
(o) The Company and each of the Subsidiaries hold all
material licenses, certificates and permits from governmental
authorities, including without limitation, the FCC, which are
necessary to the conduct of their businesses; and neither the Company
nor any of the Subsidiaries has received notice of any infringement of
any material patents, patent rights, trade names, trademarks or
copyrights, which infringement is material to the business of the
Company and the Subsidiaries (taken as a whole).
<PAGE> 7
7
(p) Ernst & Young LLP, Arthur Andersen LLP,
PricewaterhouseCoopers LLP and KPMG Peat Marwick LLP, each of whom
have certified certain of the financial statements incorporated by
reference in the Final Prospectus, are to the knowledge of the Company
independent public accountants as required by the Act and the Rules
and Regulations.
(q) To the Company's knowledge, there are no affiliations or
associations between any member of the National Association of
Securities Dealers and any of the Company's officers, directors or 5%
or greater security holders except as otherwise disclosed in writing
to BT Alex. Brown Incorporated or set forth in Schedule III hereto.
(r) Neither the Company, nor to the Company's knowledge, any
of the Subsidiaries, has taken or may take, directly or indirectly,
any action designed to cause or result in, or which has constituted or
which might reasonably be expected to constitute, the stabilization or
manipulation of the price of the shares of Common Stock to facilitate
the sale or resale of the Securities.
(s) Neither the Company nor any Subsidiary is an "investment
company" within the meaning of such term under the Investment Company
Act of 1940 and the rules and regulations of the Commission
thereunder.
(t) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or
specific authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and
(iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with
respect to any differences.
(u) The Company and each of its Subsidiaries carry, or are
covered by, insurance, including self insurance, in such amounts and
covering such risks as is adequate for the conduct of their respective
businesses and the value of their respective properties and as is
customary for companies engaged in similar industries.
(v) The Company is in compliance in all material respects
with all presently applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and
published interpretations thereunder ("ERISA"); no "reportable event"
(as defined in ERISA) for which the Company
<PAGE> 8
8
would have any liability has occurred and is continuing; the Company
has not incurred and does not expect to incur liability under (i)
Title IV of ERISA with respect to termination of, or withdrawal from,
any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue Code of 1986, as amended, including the regulations and
published interpretations thereunder (the "Code"); and each "pension
plan" for which the Company would have any liability that is intended
to be qualified under Section 401(a) of the Code is so qualified in
all material respects and nothing has occurred, whether by action or
by failure to act, which would cause the loss of such qualification;
except where any such noncompliance, "reportable event", liability or
nonqualification, alone or in the aggregate, would not have a material
adverse effect on the Company and its subsidiaries taken as a whole.
(w) The information set forth in the Final Prospectus under
the caption "Summary--Recent Developments" is true and correct in all
material respects.
Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed solely to be a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.
(ii) Each Selling Stockholder represents and warrants to, and
agrees with each Underwriter that:
(a) Such Selling Stockholder is the lawful owner of the
Securities to be sold by such Selling Stockholder hereunder and upon
sale and delivery of, and payment for, such Securities, as provided
herein, such Selling Stockholder will convey to the Underwriters good
and marketable title to such Securities, free and clear of all liens,
encumbrances, equities and claims whatsoever.
(b) Such Selling Stockholder has not taken, directly or
indirectly, any action designed to or which has constituted or which
might reasonably be expected to cause or result, under the Exchange
Act or otherwise, in stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the
Securities.
(c) No consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation by
such Selling Stockholder of the transactions contemplated herein,
except such as may have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction in connection
with the purchase and distribution of the Securities by the
Underwriters and such other approvals as have been obtained.
<PAGE> 9
9
(d) Neither the sale of the Securities being sold by such
Selling Stockholder nor the consummation of any other of the
transactions herein contemplated by such Selling Stockholder or the
fulfillment of the terms hereof by such Selling Stockholder will
conflict with, result in a breach or violation of, or constitute a
default under any law or [the charter or by-laws of such Selling
Stockholder or] the terms of any indenture or other agreement or
instrument to which such Selling Stockholder [or any of its
subsidiaries] is a party or bound, or any judgment, order or decree
applicable to such Selling Stockholder [or any of its subsidiaries] of
any court, regulatory body, administrative agency, governmental body
or arbitrator having jurisdiction over such Selling Stockholder [or
any of its subsidiaries].
(e) Such Selling Stockholder has no reason to believe that
the representations and warranties of the Company contained in this
Section 1 are not true and correct, is familiar with the Registration
Statement and has no knowledge of any material fact, condition or
information not disclosed in the Prospectus or any supplement thereto
which has adversely affected or may adversely affect the business of
the Company or any of its subsidiaries; and the sale of Securities by
such Selling Stockholder pursuant hereto is not prompted by any
information concerning the Company or any of its subsidiaries which is
not set forth in the Prospectus or any supplement thereto.
(f) In respect of any statements in or omissions from the
Registration Statement or the Prospectus or any supplements thereto
made in reliance upon and in conformity with information furnished in
writing to the Company by any Selling Stockholder specifically for use
in connection with the preparation thereof, such Selling Stockholder
hereby makes the same representations and warranties to each
Underwriter as the Company makes to such Underwriter under paragraph
(i)(b) of this Section.
Any certificate signed by [any officer of] any Selling
Stockholder and delivered to the Representatives or counsel for the
Underwriters in connection with the offering of the Securities shall be deemed
a representation and warranty by such Selling Stockholder, as to matters
covered thereby, to each Underwriter.
2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties herein set forth, the
Company agrees and the Selling Stockholders agree to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase at the
purchase price per share set forth on Schedule I, the number of shares set
forth opposite such Underwriter's name in Schedule II.
(b) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not jointly,
up to the number of shares of Option Securities set forth on Schedule I at the
same purchase price per share as the Underwriters shall pay for the
Underwritten Securities. Said option may be exercised only to cover
over-allotments in the sale of the
<PAGE> 10
10
Underwritten Securities by the Underwriters. Said option may be exercised in
whole or in part at any time (but not more than once) on or before the 30th day
after the date of the Final Prospectus upon written or telegraphic notice by
the Representatives to the Company setting forth the number of shares of the
Option Securities as to which the several Underwriters are exercising the
option and the settlement date. Delivery of certificates for the shares of
Option Securities, and payment therefor, shall be made as provided in Section 3
hereof. The number of shares of the Option Securities to be purchased by each
Underwriter shall be the same percentage of the total number of shares of the
Option Securities to be purchased by the several Underwriters as such
Underwriter is purchasing of the Underwritten Securities, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.
3. Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided for
in Section 2(b) hereof shall have been exercised on or before the third
Business Day prior to the Closing Date) shall be made on the date and at the
time specified in Schedule I hereto (or at such time on such later date not
more than three Business Days after the foregoing date as the Representatives
shall designate), which date and time may be postponed by agreement among the
Representatives, the Company and the Selling Stockholders or as provided in
Section 8 hereof (such date and time of delivery and payment for the Securities
being herein called the "Closing Date"). Delivery of the Securities shall be
made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the respective aggregate purchase prices of the Securities
being sold by the Company and each of the Selling Stockholders to or upon the
order of the Company and the Selling Stockholders by wire transfer payable in
same-day funds to the accounts specified by the Company and the Selling
Stockholders. Delivery of the Underwritten Securities and the Option Securities
shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
Each Selling Stockholder will pay all applicable state
transfer taxes, if any, involved in the transfer to the several Underwriters of
the Securities to be purchased by them from such Selling Stockholder and the
respective Underwriters will pay any additional stock transfer taxes involved
in further transfers.
If the option provided for in Section 2(b) hereof is
exercised after the third business day prior to the Closing Date, the Company
will deliver the Option Securities (at the expense of the Company) to the
Representatives on the date specified by the Representatives (which shall be
within three Business Days after exercise of said option) for the respective
accounts of the several Underwriters, against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by wire transfer payable in same-day funds to an
account specified by the Company. If settlement for the Option Securities
occurs after the Closing Date, the Company will deliver to the Representatives
on the settlement date for the Option Securities, and the obligation of the
Underwriters to purchase the Option Securities shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as of
such date the opinions, certificates and letters delivered on the Closing Date
pursuant to Section 5 hereof.
<PAGE> 11
11
4. Agreements. The Company agrees with the several
Underwriters that:
(a) The Company will use its reasonable efforts to cause the
Registration Statement, if not effective at the Execution Time, and
any amendment thereto, to become effective. Prior to the termination
of the offering of the Securities, the Company will not file any
amendment of the Registration Statement or supplement (including the
Final Prospectus or any Preliminary Final Prospectus) to the Basic
Prospectus or any Rule 462(b) Registration Statement unless the
Company has furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to which you
reasonably object in writing. Subject to the foregoing sentence, the
Company will cause the Final Prospectus, properly completed, and any
supplement thereto to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed
and will provide evidence satisfactory to the Representatives of such
timely filing. The Company will promptly advise the Representatives
(i) when the Registration Statement, if not effective at the Execution
Time, shall have become effective, (ii) when the Final Prospectus, and
any supplement thereto, shall have been filed with the Commission
pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement
shall have been filed with the Commission, (iii) when, prior to
termination of the offering of the Securities, any amendment to the
Registration Statement shall have been filed or become effective,
(iv) of any request by the Commission or its staff for any amendment
of the Registration Statement, or any Rule 462(b) Registration
Statement, or for any supplement to the Final Prospectus or of any
additional information, (v) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for that purpose
and (vi) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Securities for
sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its reasonable
efforts to prevent the issuance of any such stop order or the
suspension of any such qualification and, if issued, to obtain as soon
as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Final Prospectus as then supplemented would
include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, or if it
shall be necessary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will (i) prepare and
file with the Commission, subject to the second sentence of paragraph
(a) of this Section 4, an amendment or supplement or, if appropriate,
a filing under the Exchange Act, which will correct such statement or
omission or effect such compliance and (ii) supply any supplemented
Final Prospectus to you in such quantities as you may reasonably
request.
<PAGE> 12
12
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act.
(d) The Company will furnish to the Representatives and
counsel for the Underwriters, without charge, copies of the
Registration Statement (including exhibits thereto) and, so long as
delivery of a prospectus by an Underwriter or dealer may be required
by the Act, as many copies of any Preliminary Final Prospectus and the
Final Prospectus and any supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of printing or
other production of all documents relating to the offering.
(e) The Company will arrange, if necessary, for the
qualification of the Securities for sale under the laws of such
jurisdictions as the Representatives may designate, will maintain such
qualifications in effect so long as required for the distribution of
the Securities and will pay any fee of the National Association of
Securities Dealers, Inc., in connection with its review of the
offering, provided that the Company will not be required to file a
consent to service of process in any state in which it is not
qualified or for which consent has not been given.
(f) The Company will not, without the prior written consent
of ____________________, offer, sell, contract to sell, pledge or
otherwise dispose of, or file a registration statement with the
Commission in respect of any shares of capital stock of the Company or
any securities convertible into or exercisable or exchangeable for
such capital stock, or publicly announce an intention to effect any
such transaction, for a period of 30 days after the date of this
Agreement, other than (i) any shares of Common Stock to be sold
hereunder and Common Stock to be issued in connection with the
Company's proposed mergers with [Jacor Communications, Inc. ("Jacor")
and Dame Media, Inc.], (ii) any option or warrant or the conversion of
a security outstanding on the date hereof, (iii) the issue and sale of
shares of Common Stock pursuant to any employee stock option plan,
stock ownership plan or dividend reinvestment plan of the Company in
effect on the date hereof, (iv) the issue of shares of Common Stock
issuable upon the conversion of securities or the exercise of warrants
outstanding on the date hereof and (v) except for item (i) above, the
offer or sale of equity securities in connection with the acquisition
of stock or assets of another person, provided such equity securities
are not issued within the 30-day period mentioned above.
(g) The Company will use its best efforts to list, subject to
notice of issuance, the Securities on the New York Stock Exchange.
(h) The Company shall cause each of L. Lowry Mays and B.J.
McCombs to furnish to you, on or prior to the Closing Date, a letter
or letters, in form and substance satisfactory
<PAGE> 13
13
to the Underwriters, pursuant to which each such person shall agree
not to offer, sell, sell short or otherwise dispose of any shares of
Common Stock of the Company or other capital stock of the Company, or
any other securities convertible, exchangeable or exercisable for
common stock or derivative of common stock owned by such person or
request the registration for the offer or sale of any of the foregoing
(or as to which such person has the right to direct the disposition
of) for a period of 30 days after the date of this Agreement, directly
or indirectly, except with the prior written consent of
____________________, except for securities subject to an existing
pledge or margin account ("Lockup Agreements") or securities disposed
of as bona fide gifts or transferred to charitable trusts, charitable
remainder trusts, family limited partnerships or other estate planning
entities approved by ____________________, provided that any recipient
or beneficiary of shares so transferred executes a Lockup Agreement on
substantially similar terms as would apply to the transferor of such
shares if such shares had not been so transferred.
(i) The Company shall not invest, or otherwise use the
proceeds received by the Company from its sale of the Securities in
such a manner as would require the Company or any of the Subsidiaries
to register as an investment company under the Investment Company Act
of 1940, as amended (the "1940 Act").
(j) The Company will maintain a transfer agent and, if
necessary under the jurisdiction of incorporation of the Company, a
registrar for the Common Stock.
(k) The Company will not take, directly or indirectly, any
action designed to cause or result in, or that has constituted or
might reasonably be expected to constitute, the stabilization or
manipulation of the price of any securities of the Company.
(ii) Each Selling Stockholder agrees with the several
Underwriters that:
<PAGE> 14
14
another person, provided such equity securities are not issued within
the 30-day period mentioned above.
(a) Such Selling Stockholder will not take any action
designed to or which has constituted or which might reasonably be
expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
(b) Such Selling Stockholder will advise you promptly, and if
requested by you, will confirm such advice in writing, so long as
delivery of a prospectus relating to the Securities by an underwriter
or dealer may be required under the Act, of (i) any material change in
the Company's condition (financial or otherwise), prospects, earnings,
business or properties, (ii) any change in information in the
Registration Statement or the Prospectus relating to such Selling
Stockholder or (iii) any new material information relating to the
Company or relating to any matter stated in the Prospectus which comes
to the attention of such Selling Stockholder.
5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Securities and the
Option Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company and the Selling
Stockholders contained herein as of the Execution Time, the Closing Date and
any settlement date pursuant to Section 3 hereof, to the accuracy of the
statements of the Company and the Selling Stockholders made in any certificates
pursuant to the provisions hereof, to the performance by the Company and the
Selling Stockholders of their respective obligations hereunder and to the
following additional conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in
writing to a later time, the Registration Statement will become
effective not later than (i) 6:00 PM New York City time, on the date
of determination of the public offering price, if such determination
occurred at or prior to 3:00 PM New York City time on such date or
(ii) 9:30 AM on the Business Day following the day on which the public
offering price was determined, if such determination occurred after
3:00 PM New York City time on such date; if filing of the Final
Prospectus, or any supplement thereto, is required pursuant to Rule
424(b), the Final Prospectus, and any such supplement, shall have been
filed in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
<PAGE> 15
15
(b) The Company shall have furnished to the Representatives
the opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for
the Company, dated the Closing Date, to the effect that:
(i) The Company is validly existing as a corporation in
good standing under the laws of the State of Texas, with
corporate power and authority to own or lease its properties
and conduct its business as described in the Final
Prospectus; and the outstanding shares of capital stock of
each of the Subsidiaries have been duly authorized and
validly issued, are fully paid and non-assessable and, to the
best of such counsel's knowledge, except (A) as reflected in
the Company's financial statements, (B) as described in the
Registration Statement or (C) as set forth on Schedule III
hereto, are owned by the Company or a Subsidiary; and, to
such counsel's knowledge, except as otherwise disclosed, the
outstanding shares of capital stock of each of the
Subsidiaries are owned free and clear of all liens,
encumbrances and security interests and no options, warrants
or other rights to purchase, agreements or other obligations
to issue, or other rights to convert any obligations into any
shares of capital stock or of ownership interests in the
Subsidiaries are outstanding.
(ii) The Company has authorized and outstanding capital
stock as set forth under the caption "Capitalization" in the
Final Prospectus; the authorized shares of its Common Stock
have been duly authorized; the outstanding shares of its
Common Stock have been duly authorized and validly issued and
are fully paid and non-assessable; all of the Securities
conform in all material respects to the description thereof
contained in the Final Prospectus; the Securities, including
the Option Securities, if any, to be sold by the Company
pursuant to this Agreement have been duly authorized and will
be validly issued, fully paid and non-assessable when issued
and paid for as contemplated by this Agreement; and, to the
knowledge of such counsel, no preemptive rights of
stockholders exist with respect to any of the Securities or
the issue and sale thereof.
(iii) Except as described in the Final Prospectus, to the
knowledge of such counsel, no holder of any securities of the
Company or any other person has the right, contractual or
otherwise, which has not been satisfied or effectively
waived, to cause the Company to sell or otherwise issue to
them, or to permit them to underwrite the sale of, any of the
Securities or the right to have any Common Stock or other
securities of the Company included in the Registration
Statement or the right, as a result of the filing of the
Registration Statement, to require registration under the Act
of any shares of Common Stock or other securities of the
Company.
(iv) The Registration Statement has become effective
under the Act and, to the best of the knowledge of such
counsel, no stop order proceedings with respect thereto have
been instituted or are pending or threatened under the Act.
<PAGE> 16
16
(v) The Registration Statement, all Preliminary Final
Prospectuses, the Final Prospectus and each amendment or
supplement thereto and documents incorporated by reference
therein (each as amended to date) comply as to form in all
material respects with the requirements of the Act or the
Exchange Act, as applicable and the applicable rules and
regulations thereunder (except that such counsel need express
no opinion as to, the statistical information contained in
the Final Prospectus or financial statements, schedules and
other financial information incorporated by reference
therein).
(vi) The statements under the captions "Prospectus
Summary--Recent Developments--Jacor Merger" and "--Universal
Outdoor Merger", "The Jacor Merger" and "Description of
Common Stock" in the Final Prospectus, insofar as such
statements constitute a summary of documents referred to
therein or matters of law, fairly and correctly summarize the
information called for with respect to such documents and
matters in all material respects.
(vii) To such counsel's knowledge, there are no contracts
or documents required to be filed as exhibits to the
Registration Statement or described in the Registration
Statement or the Final Prospectus (excluding any document
incorporated therein by reference that is not material when
considered in the context of the offering of the Securities)
which are not so filed or described as required, and such
contracts and documents as are summarized in the Registration
Statement or the Final Prospectus (excluding any document
incorporated therein by reference that is not material when
considered in the context of the offering of the Securities)
are fairly summarized in all material respects.
(viii) To such counsel's knowledge, there are no material
legal proceedings pending or threatened against the Company
or any of the Subsidiaries which is of a character required
to be disclosed in the Final Prospectus and which has not
been properly disclosed therein.
(ix) The execution and delivery of this Agreement and
the consummation of the transactions herein contemplated do
not and will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under,
the Restated Articles of Incorporation, as amended, or
By-laws, as amended, of the Company, or to such counsel's
knowledge, any agreement or instrument to which the Company
or any of the Subsidiaries is a party or by which the Company
or any of the Subsidiaries may be bound (other than licenses
or permits granted by the FCC, on which such counsel need not
express any opinion), except a conflict, breach or default
which would not have a materially adverse effect on the
business or financial condition of the Company and its
subsidiaries taken as a whole.
<PAGE> 17
17
(x) This Agreement has been duly authorized, executed
and delivered by the Company.
(xi) No approval, consent, order, authorization,
designation, declaration or filing by or with any regulatory,
administrative or other governmental body having jurisdiction
over the Company is necessary in connection with the
execution and delivery of this Agreement and the consummation
of the transactions herein contemplated (other than as may be
required by the NASD or New York Stock Exchange or as
required by State securities and Blue Sky laws as to which
such counsel need express no opinion) except such as have
been obtained or made, specifying the same.
(xii) The Company is not, and will not become, as a
result of the consummation of the transactions contemplated
by this Agreement, and application of the net proceeds
therefor as described in the Final Prospectus, required to
register as an investment company under the 1940 Act.
In rendering such opinion, such counsel may rely (A) as to matters
governed by the laws of states other than Texas or Federal laws on
local counsel in such jurisdictions, provided that in each case such
counsel shall state that they believe that they and the Underwriters
are justified in relying on such other counsel and (B) as to matters
of fact, on certificates of responsible officers of the Company and
certificates or other written statements of officers or departments of
various jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company and any
Subsidiary. In addition to the matters set forth above, such opinion
shall also include a statement to the effect that nothing has come to
the attention of such counsel which leads them to believe that the
Registration Statement, as of the time it became effective under the
Act, the Final Prospectus or any amendment or supplement thereto, on
the date it was filed pursuant to Rule 424(b) and the Registration
Statement and the Final Prospectus, or any amendment or supplement
thereto, as of the Closing Date or any Settlement Date, as the case
may be, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading (except that such counsel
need express no view as to matters pertaining to statistical
information contained in the Final Prospectus or financial statements,
schedules and other financial information contained or incorporated by
reference in the Final Prospectus). With respect to such statement,
such counsel may state that their belief is based upon the procedures
set forth therein, but is without independent check and verification.
(c) The Company shall also have received on the Closing Date
the opinion of local counsel for the Company experienced in such
matters, in certain of the major jurisdictions in which the Company
conducts business, dated the Closing Date or any Settlement Date,
<PAGE> 18
18
as the case may be, addressed to the Underwriters substantially to the
effect that the statements under the caption "Risk Factors--Government
Regulation" and "Risk Factors--Restrictions on Tobacco Advertising;
Alcohol Advertising", insofar as such statements constitute a summary
of regulatory matters in the applicable jurisdiction relating to the
outdoor advertising industry, fairly describes the regulatory matters
relating to the Company's business as that business is conducted in
the applicable metropolitan area.
(d) The Company shall have received on the Closing Date or
any Settlement Date, as the case may be, the opinions of Wiley, Rein &
Fielding, special FCC counsel to the Company, and Hogan & Hartson
L.L.P, special FCC counsel to Jacor, each dated the Closing Date or
any Settlement Date, as the case may be, addressed to the Company as
is reasonably acceptable to the Underwriters.
(e) The Selling Stockholders shall have requested and caused
, counsel for the Selling Stockholders, to have furnished to the
Representatives their opinion dated the Closing Date and addressed to
the Representatives, to the effect that:
(i) this Agreement and the Custody Agreement and
Power of Attorney have been duly [authorized,] executed and
delivered by the Selling Stockholders, the Custody Agreement
is valid and binding on the Selling Stockholders and each
Selling Stockholder has full legal right and authority to
sell, transfer and deliver in the manner provided in this
Agreement and the Custody Agreement the Securities being sold
by such Selling Stockholder hereunder;
(ii) the delivery by each Selling Stockholder to the
several Underwriters of certificates for the Securities being
sold hereunder by such Selling Stockholder against payment
therefor as provided herein, will pass good and marketable
title to such Securities to the several Underwriters, free
and clear of all liens, encumbrances, equities and claims
whatsoever;
(iii) no consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation by any Selling Stockholder of the
transactions contemplated herein, except such as may have
been obtained under the Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Securities by the
Underwriters and such other approvals (specified in such
opinion) as have been obtained; and
(iv) neither the sale of the Securities being sold
by any Selling Stockholder nor the consummation of any other
of the transactions herein contemplated by any Selling
Stockholder or the fulfillment of the terms hereof by any
Selling Stockholder will conflict with, result in a breach or
violation of, or constitute a default under any law or [the
charter or By-laws of the Selling Stockholder or] the terms
of any
<PAGE> 19
19
indenture or other agreement or instrument known to such
counsel and to which any Selling Stockholder [or any of its
subsidiaries] is a party or bound, or any judgment, order or
decree known to such counsel to be applicable to any Selling
Stockholder [or any of its subsidiaries] of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over any Selling Stockholder
[or any of its subsidiaries].
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
State of or the Federal laws of the United States, to the
extent they deem proper and specified in such opinion, upon the opinion
of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the Underwriters, and (B) as to
matters of fact, to the extent they deem proper, on certificates of
[responsible officers of] the Selling Stockholders and public
officials.
(f) The Representatives shall have received from Cravath,
Swaine & Moore, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date or any Settlement Date, as the case
may be, with respect to the issuance and sale of the Securities, the
Registration Statement, the Final Prospectus (together with any
supplement thereto) and other related matters as the Representatives
may reasonably require, and the Company and each Selling Stockholder
shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.
(g) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chief Executive Officer or
the President and the principal financial or accounting officer of the
Company, dated the Closing Date or any Settlement Date, as the case
may be, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Final Prospectus,
any supplements to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company
in this Agreement are true and correct in all material
respects on and as of the Closing Date or any Settlement
Date, as the case may be, with the same effect as if made on
the Closing Date or any Settlement Date, as the case may be,
and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date or any Settlement
Date, as the case may be;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or, to the Company's
knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectus (exclusive of any
supplement thereto), there has been no material adverse
<PAGE> 20
20
change in the condition (financial or otherwise), prospects,
business or properties of the Company and its Subsidiaries,
taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or
contemplated in the Final Prospectus (exclusive of any
supplement thereto).
(h) Each Selling Stockholder shall have furnished to the
Representatives a certificate, signed by [the Chairman of the Board or
the President and the principal financial or accounting officer of]
such Selling Stockholder, dated the Closing Date, to the effect that
the signer[s] of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplement to the
Prospectus and this Agreement and that the representations and
warranties of such Selling Stockholder in this Agreement are true and
correct in all material respects on and as of the Closing Date to the
same effect as if made on the Closing Date.
(i) At the Execution Time and at the Closing Date or any
Settlement Date, as the case may be, Ernst & Young LLP, Arthur
Anderson LLP, PricewaterhouseCoopers LLP and KPMG Peat Marwick LLP
shall have furnished to the Representatives letters dated as of the
Execution Time and the Closing Date or any Settlement Date, as the
case may be, in form and substance satisfactory to the
Representatives.
(j) At the Execution Time, the Company shall have furnished
to the Representatives a letter substantially in the form of Exhibit A
hereto from each person listed on Schedule I addressed to the
Representatives.
(k ) The Company shall have caused the Securities to be
approved for listing upon official notice of issuance on the New York
Stock Exchange.
(l) Prior to the Closing Date or any Settlement Date, as the
case may be, the Company and the Selling Stockholders shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may reasonably
request.
(m) On or prior to the Execution Time, the New York Stock
Exchange shall have approved the Underwriters' participation in the
distribution of the Securities to be sold by the Selling Stockholders
in accordance with Rule 393 of the New York Stock Exchange.
If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date or any Settlement
Date, as the case may be, by the Representatives. Notice of
<PAGE> 21
21
such cancelation shall be given to the Company and each of the Selling
Stockholder in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 5
shall be delivered at the office of Cravath, Swaine & Moore, counsel for the
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the
Closing Date.
6. Reimbursement of Underwriters' Expenses. If the sale of
the Securities provided for herein is not consummated because any condition to
the obligations of the Underwriters set forth in Section 5 hereof is not
satisfied, because of any termination pursuant to Section 9 hereof or because
of any refusal, inability or failure on the part of the Company or any Selling
Stockholder to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally through ____________________ on demand for
all reasonable out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities, but the Company shall
not be liable in any event to any of the Underwriters for damages on account of
loss of anticipated profits from the sale of the Securities.
If the Company is required to make any payments to the
Underwriters under this Section 7 because of any Selling Stockholder's refusal,
inability or failure to satisfy any condition to the obligations of the
Underwriters set forth in Section 6, the Selling Stockholders pro rata in
proportion to the percentage of Securities to be sold by each shall reimburse
the Company on demand for all amounts so paid.
Notwithstanding the foregoing, (i) each Selling Stockholder
and the Company shall be responsible for its own internal administrative and
similar costs, which shall not constitute Registration Expenses, (ii) each
Selling Stockholder shall be responsible for the legal fees and expenses of its
own counsel (except as provided in clause (viii) of the definition of
Registration Expenses), (iii) each Selling Stockholder shall be responsible for
all underwriting discounts and commissions, selling or placement agent or
broker fees and commissions, and transfer taxes, if any, in connection with the
sale of securities by such Selling Stockholder, and (iv) the Selling
Stockholders shall be jointly and severally responsible for all out-of-pocket
costs and expenses of the Company and its officers and employees incurred in
connection with providing the assistance and/or attending analyst or investor
presentations or any "road show" undertaken in connection with the registration
and/or marketing of any Registrable Securities as contemplated in Section
2.6(g) of the Registration Rights Agreement.
7. Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless each Underwriter, the directors, officers,
employees and agents of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any
<PAGE> 22
22
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as reasonably incurred, for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that with respect to any untrue statement or omission of
material fact made in any Preliminary Final Prospectus, the indemnity agreement
contained in this Section 7(a) shall not inure to the benefit of any
Underwriter from whom the person asserting any such loss, claim, damage or
liability purchased the securities concerned, to the extent that any such loss,
claim, damage or liability of such Underwriter occurs under the circumstance
where (w) the Company had previously furnished copies of the Final Prospectus
to the Representatives, (x) delivery of the Final Prospectus was required by
the Act to be made to such person, (y) the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact contained in the
Preliminary Final Prospectus was corrected in the Final Prospectus and (z)
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such securities to such person, a copy of the Final
Prospectus. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) Each Selling Stockholder severally agrees to indemnify
and hold harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, each Underwriter, the directors, officers,
employees and agents of each Underwriter and each person who controls the
Company or any Underwriter within the meaning of either the Act or the Exchange
Act and each other Selling Stockholder, if any, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information furnished to the Company by or on behalf of
such Selling Stockholder specifically for inclusion in the documents referred
to in the foregoing indemnity. This indemnity agreement will be in addition to
any liability which any Selling Stockholder may otherwise have.
(c) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors or director nominees, each of its
officers who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Underwriter, but
only with reference to written information relating to such Underwriter
furnished to the Company by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the third and sixth paragraphs under the
heading "Underwriting" relating to
<PAGE> 23
23
concessions and reallowances and to stabilization, in any Preliminary Final
Prospectus or the Final Prospectus, constitute the only information furnished
in writing by or on behalf of the several Underwriters for inclusion in the
documents referred to in the foregoing indemnity.
(d) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a), (b) or (c) above unless
and to the extent it did not otherwise learn of such action and such failure
results in the prejudice by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a), (b) or (c) above. The indemnifying party
shall be entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified
parties shall have the right to employ a total of one separate counsel (and, if
reasonably necessary, one additional local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest, (ii)
the indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or, (iii) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or
proceeding.
(e) In the event that the indemnity provided in paragraph
(a), (b) or (c) of this Section 7 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the Underwriters
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Under writers may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company and by the
Underwriters from the offering of the Securities; provided, however, that in no
case shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be responsible for any
amount in excess of the underwriting
<PAGE> 24
24
discount or commission applicable to the Securities purchased by such
Underwriter hereunder. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the Company and the Underwriters shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and of the
Underwriters in connection with the statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses), and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting discounts
and commissions, in each case as set forth on the cover page of the Final
Prospectus. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information provided by the Company on the one hand or the Underwriters on the
other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (e), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (e).
8. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters here under and such failure to purchase
shall constitute a default in the performance of its or their obligations under
this Agreement, the remaining Underwriters shall be obligated severally to take
up and pay within 24 hours for (in the respective proportions which the amount
of Securities set forth opposite their names in Schedule II hereto bears to the
aggregate amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the
event that the aggregate amount of Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the remaining
Underwriters shall have the right to purchase within 24 hours all, but shall
not be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter, the Selling
Stockholders or the Company. In the event of a default by any Underwriter as
set forth in this Section 8, the Closing Date shall be postponed for such
period, not exceeding five Business Days, as the Representatives shall
determine in order that the required
<PAGE> 25
25
changes in the Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned by its default
hereunder.
9. Termination. This Agreement may be terminated by you by
notice to the Company, as follows:
(a) at any time prior to the earlier of (i) the time the
Common Stock is released by you for sale by notice to the
Underwriters, or (ii) 11:30 A.M. on the date of this Agreement.
(b) at any time after the Execution Time and prior to the
Closing Date if any of the following has occurred: (i) any material
adverse change or any development involving a prospective material
adverse change in or affecting the condition, financial or otherwise,
of the Company and its Subsidiaries taken as a whole or the Company,
its Subsidiaries, Jacor and Jacor's subsidiaries taken as a whole
after giving pro forma effect to the Company's merger with Jacor, or
the earnings, business affairs, management or business prospects of
the Company and its Subsidiaries taken as a whole or the Company, its
Subsidiaries, Jacor and Jacor's Subsidiaries, taken as a whole after
giving effect to the Company's merger with Jacor, whether or not, in
any such case, arising in the ordinary course of business, (ii) any
outbreak of hostilities or other national or international calamity or
crisis or unforeseen change in economic or political conditions if the
effect of such outbreak, calamity, crisis or change on the financial
markets of the United States would, in your reasonable judgment, make
the offering or delivery of the Common Stock impracticable, (iii)
suspension of trading in securities on the NYSE or limitation on
prices (other than limitations on hours or numbers of days of trading)
for securities on the NYSE, (iv) the enactment, publication, decree or
other promulgation of any federal or state statute, regulation, rule
or order of any court or other governmental authority which in your
reasonable opinion materially and adversely affects or will materially
or adversely affect the business or operations of the Company and the
Subsidiaries taken as a whole, (v) declaration of a banking moratorium
by either federal or New York State authorities or (vi) the taking of
any action by any federal, state or local government or agency in
respect of its monetary or fiscal affairs which in your reasonable
opinion has a material adverse effect on the securities markets in the
United States; or
(c) as provided in Sections 5 and 8 of this Agreement.
This Agreement also may be terminated by you, by notice to
the Company, as to any obligation of the Underwriters to purchase the Option
Securities, upon the occurrence at any time prior to a Settlement Date of any
of the events described in subparagraph (b) above or as provided in Sections 5
and 8 of this Agreement.
<PAGE> 26
26
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers, of each Selling Stockholder and of
the Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter, any Selling Stockholder or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof, and will
survive delivery of and payment for the Securities. The provisions of Sections
6 and 7 hereof shall survive the termination or cancelation of this Agreement.
11. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed or delivered to ____________________, attention of the general counsel
or, if sent to the Company, will be mailed or delivered to 200 Concord Plaza,
Suite 600, San Antonio, Texas, attention: Randall Mays, Executive Vice
President.
12. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7 hereof,
and no other person will have any right or obligation hereunder. The term
"successors" shall not include any purchaser of the Securities merely because
of such purchase.
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Maryland.
14. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
15. Headings. The Section headings used herein are for
convenience only and shall not affect the construction hereof.
16. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.
"Act" shall mean the Securities Act of 1933, as amended.
"Basic Prospectus" shall mean the prospectus referred to in
paragraph 1(a) above contained in the Registration Statement at the
Effective Date and shall specifically exclude the Company's
Registration Statement on Form S-4 dated January 6, 1998, or the
Company's Registration Statement on Form S-4 to be filed in connection
with the Company's proposed merger with Jacor.
<PAGE> 27
27
"Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law to close in New
York City or Dallas, Texas.
"Commission" means the Securities and Exchange Commission.
"Effective Date" shall mean each date and time that the
Registration Statement, any post-effective amendment or amendments
thereto and any Rule 462(b) Registration Statement became or become
effective.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
"Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.
"Final Prospectus" shall mean the prospectus supplement
relating to the Securities that is first filed pursuant to Rule 424(b)
after the Execution Time, together with the Basic Prospectus and shall
specifically exclude the Company's Registration Statement on Form S-4
dated January 6, 1998 and the Company's Registration Statement on Form
S-4 to be filed in connection with the Company's proposed merger with
Jacor.
"Preliminary Final Prospectus" shall mean any preliminary
prospectus supplement to the Basic Prospectus which describes the
Securities and the offering thereof and is used prior to filing of the
Final Prospectus and shall specifically exclude the Company's
Registration Statement on Form S-4 dated January 6, 1998 and the
Company's Registration Statement on Form S-4 to be filed in connection
with the Company's proposed merger with Jacor.
"Registration Expenses" shall have the meaning set forth in
the Registration Rights Agreement.
"Registration Rights Agreement" shall mean the Registration
Rights Agreement, dated as of October 8, 1998, among the Company, and
the Selling Stockholders.
"Registration Statement" shall mean the registration
statement referred to in para graph 1(a) above, including exhibits and
financial statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall become
effective) and, in the event any post-effective amendment thereto or
any Rule 462(b) Registration Statement becomes effective prior to the
Closing Date (as hereinafter defined), shall also mean such
registration statement as so amended or such Rule 462(b) Registration
Statement, as the case may be. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective Date as
provided by Rule 430A and shall specifically exclude the Company's
Registration Statement on Form S-4 dated January 6, 1998 and the
<PAGE> 28
28
Company's Registration Statement on Form S-4 to be filed in connection
with the Company's proposed merger with Jacor.
"Rule 424", "Rule 430A" and "Rule 462" refer to such rules
under the Act.
"Rule 430A Information" shall mean information with respect
to the Securities and the offering thereof permitted to be omitted
from the Registration Statement when it becomes effective pursuant to
Rule 430A.
"Rule 462(b) Registration Statement" shall mean a
registration statement and any amendments thereto filed pursuant to
Rule 462(b) relating to the offering covered by the initial
registration statement.
"Rules and Regulations" means the rules and regulations of
the Commission.
<PAGE> 29
29
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
Clear Channel Communications, Inc.
By:
-------------------------------
Name:
Title:
ZELL/CHILMARK FUND, L.P.
By: ZC Limited Partnership, general
partner
By: ZC Partnership, general partner
By: ZC Inc., a partner
By:
-------------------------------
Name: Sheli Z. Rosenberg
Address: 2 North Riverside Plaza
Chicago, Illinois 60606
Facsimile No.: (312) 454-0531
<PAGE> 30
30
The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule I hereto.
By:
----------------------------
Name:
Title:
For themselves and the other several Underwriters, if any, named in Schedule II
to the foregoing Agreement.
<PAGE> 31
SCHEDULE I
Underwriting Agreement dated ____________, 1999
Registration Statement No. 333-_____
Representative(s):
<TABLE>
<CAPTION>
Underwritten Maximum Number
Sellers: Securities of Option Securities
------------- --------------------
<S> <C> <C>
Clear Channel Communications,
Inc............................................
Zell/Chilmark Fund, L.P........................ ------------ -------------
============ =============
</TABLE>
Title, Purchase Price and Description of Securities:
Title: Common Stock, $.10 par value
Number of Underwritten Shares:
Price to Public per Share (include accrued dividends, if any):
Price to Public -- total:
Underwriting Discount per Share:
Underwriting Discount -- total:
Proceeds to Company per Share:
Proceeds to Company -- total:
Proceeds to Selling Stockholders per Share: $
Proceeds to Selling Stockholders: $
Over-allotment Option: _________ shares
<PAGE> 32
Other provisions:
Closing Date, Time and Location: ____________, 1999 at 10:00 a.m. at Cravath,
Swaine & Moore, Worldwide Plaza, 825 Eighth Ave., New York, NY 10019
Type of Offering: Non-delayed
Date referred to in Section 4(f) after which the Company may offer or sell
securities issued or guaranteed by the Company without the consent of the
Representative(s): ____________, 1999.
Persons to deliver letters in the form of Exhibit A pursuant to Section 5(j):
L. Lowry Mays
B.J. McCombs
<PAGE> 33
SCHEDULE II
<TABLE>
<CAPTION>
Maximum
Number of Number
Underwritten of Option
Underwriters Securities Securities
------------ ------------ ----------
<S> <C> <C>
------------- -------------
Total........................................................ ============= =============
</TABLE>
<PAGE> 34
SCHEDULE III
DISCLOSURE ITEMS
<PAGE> 35
EXHIBIT A
[Letterhead of officer, director or major shareholder]
Clear Channel Communications, Inc.
Public Offering of Common Stock
____________, 1999
[Underwriters]
c/o [Underwriters]
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement"), between Clear
Channel Communications, Inc., a Texas corporation (the "Company"), and each of
you as Underwriters named therein, relating to an underwritten public offering
of Common Stock, $.10 par value (the "Common Stock"), of the Company.
In order to induce you and the other Underwriters to enter
into the Underwriting Agreement, the undersigned will not, without the prior
written consent of , offer, sell, contract to sell, pledge or otherwise dispose
of, or file a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange Act with
respect to, any shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for such capital stock, or
publicly announce an intention to effect any such transaction, for a period of
30 days after the date of this Agreement, other than (i) any option or warrant
or the conversion of a security outstanding on the date hereof and referred to
in the Final Prospectus to which this Agreement relates, (ii) shares of Common
Stock disposed of as bona fide gifts or transferred to a charitable trust,
charitable remainder trust or other estate planning trust approved by
_______________________________, provided that any recipient or beneficiary of
shares so transferred executes an agreement on substantially similar terms as
would apply to the undersigned if such shares had not been so transferred and
(iii) any shares of Common Stock subject to existing pledge or margin accounts.
<PAGE> 36
If for any reason the Underwriting Agreement shall be
terminated prior to the Closing Date (as defined in the Underwriting
Agreement), the agreement set forth above shall likewise be terminated.
Yours very truly,
[Signature of officer, director or major
shareholder]
[Name and address of officer, director or
major shareholder]
<PAGE> 1
EXHIBIT 5
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
May 6, 1999
Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Gentlemen:
We have acted as counsel to Clear Channel Communications, Inc., a
Texas corporation (the "Company"), in connection with the proposed public
offering of up to 20,700,000 shares of the Company's Common Stock, $.10 par
value (the "Common Stock"), including the over-allotment option granted to the
proposed underwriters, as described in the Registration Statement on Form S-3
(the "Registration Statement") filed with the Securities and Exchange
Commission.
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:
A. The shares of Common Stock which are to be sold and delivered
by the Company as contemplated by the Underwriting Agreement
(the "Underwriting Agreement"), the form of which is filed as
Exhibit 1 to the Registration Statement, have been duly and
validly authorized by the Company and, when issued and
delivered in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid, and
non-assessable.
B. The shares of Common Stock which are to be sold and delivered
by the selling shareholder as contemplated by the
Underwriting Agreement have been duly and validly authorized
and issued by the Company and, when delivered in accordance
with the terms of the Underwriting Agreement, will be fully
paid, and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference of this firm under the caption
"Legal Opinions" in the Prospectus contained therein.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus of Clear Channel
Communications, Inc. and to the incorporation by reference therein of our
reports dated February 19, 1999, with respect to the consolidated financial
statements and financial statement schedule of Clear Channel Communications,
Inc. included in its Annual Report on Form 10-K for the year ended December 31,
1998 filed with the Securities and Exchange Commission.
- --------------------------------
ERNST & YOUNG LLP
May 3, 1999
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 Clear Channel Communications, Inc. of our report dated
March 4, 1997 (not separately presented in the Company's Annual Report on Form
10-K for the year ended December 31, 1998), 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.
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KPMG
Sydney, Australia
May 3, 1999
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Clear Channel Communications, Inc.:
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report on the consolidated financial statements of
Heftel Broadcasting Corporation and subsidiaries as of and for the years ended
December 31, 1998 and 1997, which report is included in the Annual Report on
Form 10-K of Clear Channel Communications, Inc. for the year ended December 31,
1998 and to the reference to our firm under the heading "Experts" in the
Registration Statement.
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KPMG LLP
Dallas, Texas
May 3, 1999
<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 on Form S-3 of our
reports dated March 14, 1997 and March 9, 1995 covering Eller Media Corporation
and Eller Media 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.
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ARTHUR ANDERSEN LLP
Phoenix, Arizona
May 3, 1999
<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 and Form
8-K/A filed on February 23, 1999. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
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PricewaterhouseCoopers LLP
Chicago, Illinois
May 3, 1999
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of Clear Channel Communications, Inc. of our
report dated 5 March 1998 (except as to the information presented in Note 29 for
which the date is 13 August 1998), relating to the consolidated financial
statements of More Group Plc as of and for the year ended 31 December 1997. Such
consolidated financial statements appear in the Current Report on Form 8-K/A
dated 4 September 1998, as amended by the Current Reports on Form 8-K/A filed on
14 January 1999 and 23 February 1999. We also consent to the reference to our
firm under the heading "Experts in this Registration Statement".
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Price Waterhouse
Chartered Accountants and Registered Auditors
London, England
3 May 1999
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Clear Channel Communications, Inc. of our report dated
February 12, 1999, on our audits of the consolidated financial statements of
Jacor Communications, Inc. and Subsidiaries as of December 31, 1998 and 1997,
and for each of the three years in the period ended December 31, 1998. We also
consent to the reference to our firm under the caption "Experts."
We also consent to the incorporation by reference in this Registration
Statement on Form S-3 of Clear Channel Communications, Inc. of our report dated
February 11, 1998, on our audits of the consolidated financial statements of
Jacor Communications, Inc. and Subsidiaries as of December 31, 1997 and 1996,
and for each of the three years in the period ended December 31, 1997. We also
consent to the reference to our firm under the caption "Experts."
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PricewaterhouseCoopers LLP
Cincinnati, Ohio
May 3, 1999
<PAGE> 1
EXHIBIT 23.8
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, as amended by Form 8-K/A filed on February 23,
1999. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
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PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
May 4, 1999
