<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CLEAR CHANNEL COMMUNICATIONS, INC.
----------------------------------
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
---------------------------------------
(Title of Class of Securities)
184502102
--------------
(CUSIP Number)
L. LOWRY MAYS
CLEAR CHANNEL COMMUNICATIONS, INC.
200 CONCORD PLAZA, SUITE 600
SAN ANTONIO, TEXAS 78216
(210) 822-2828
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 2, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
CUSIP NO. 184502102 13D PAGE 2 OF 11 PAGES
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
L. Lowry Mays
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS
Not applicable
================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
================================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
================================================================================
NUMBER OF 7 SOLE VOTING POWER: 30,300,275
SHARES -------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY -------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 30,300,275
REPORTING -------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: -0-
WITH
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,300,275
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
================================================================================
14 TYPE OF REPORTING PERSON
IN
================================================================================
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CUSIP NO. 184502102 13D PAGE 3 OF 11 PAGES
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
4-M Partners, Ltd.
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS
Not applicable
================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
================================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
================================================================================
NUMBER OF 7 SOLE VOTING POWER: 20,000,000
SHARES -------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY -------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 20,000,000
REPORTING -------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: -0-
WITH
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
================================================================================
14 TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE> 4
CUSIP NO. 184502102 13D PAGE 4 OF 11 PAGES
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This schedule relates to the common stock, $ 0.10 par value per share
("Common Stock") of Clear Channel Communications, Inc. (the "Issuer"). The
Issuer has its principal executive office at 200 Concord Plaza, Suite 600, San
Antonio, Texas 78216.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Names of the reporting persons:
L. Lowry Mays
4-M Partners, Ltd. (L. Lowry Mays is the sole general partner)
(b) The business address of each of the reporting persons is 200
Concord Plaza, Suite 600, San Antonio, Texas 78216.
(c) Mr. L. Lowry Mays is principally engaged in the media business.
Employer: Clear Channel Communications, Inc.
Principal business: media
Address: 200 Concord Plaza, Suite 600, San Antonio, Texas 78216
4-M Partners, Ltd. is a privately-held personal investment
partnership.
(d) - (e) During the last five years, none of the reporting persons
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor have any of them been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
(f) Citizenship.
L. Lowry Mays is a United States citizen.
4-M Partners, Ltd. is a limited partnership formed under the
laws of the State of Texas.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
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CUSIP NO. 184502102 13D PAGE 5 OF 11 PAGES
ITEM 4. PURPOSE OF THE TRANSACTION.
(a) - (b) As an inducement to AMFM Inc., a Delaware corporation
("AMFM"), to enter into an Agreement and Plan of Merger dated October 2, 1999
(the "Merger Agreement"), with the Issuer and the Issuer's wholly-owned
subsidiary, CCU Merger Sub, Inc., a Delaware corporation ("Merger Sub"), each
of the reporting persons entered into a Voting Agreement dated October 2, 1999
(the "Voting Agreement") with AMFM. Pursuant to the Merger Agreement and subject
to the conditions set forth therein, Merger Sub will merge with and into AMFM
(the "Merger") and each share of AMFM's common stock, $0.01 par value per share,
will convert into the right to receive 0.94 of one share of the Issuer's Common
Stock. From the date of execution of the Voting Agreement until the effective
time of the Merger or such earlier time, if any, upon which the Merger Agreement
is terminated, each of the reporting persons agreed to, among other things, vote
(or cause to be voted) the shares of the Issuer's Common Stock owned by them as
follows:
(1) in favor of the Merger and the approval of the issuance
of the Issuer's Common Stock to the holders of AMFM's
common stock in the Merger and any actions required in
furtherance thereof;
(2) in favor of the election of specified individuals as
directors to fill five newly created vacancies that
will exist on the Issuer's Board of Directors
immediately following the effective time of the Merger
as a result of action by the Issuer's Board of
Directors taken pursuant to the Merger Agreement to
expand the Board from eight to 13 members. The five
nominees are specified in the Merger Agreement and are
as follows: Robert Crandall, Vernon E. Jordan, Jr.,
Perry J. Lewis, Thomas O. Hicks and either Michael J.
Levitt, Lawrence D. Stuart, Jr. or Jack D. Furst.
However, under the Merger Agreement, the Issuer may
elect to reduce the size of its Board of Directors
from eight to seven members prior to the effective time
of the Merger, in which case four new vacancies will be
created immediately following the effective time of the
Merger, and the reporting persons agreed to vote in
favor of four specified individuals, as follows:
(A) two of the following three individuals mutually
selected by the Issuer and AMFM -- Robert Crandall,
Vernon E. Jordan, Jr., and Perry J. Lewis, (B) Thomas
O. Hicks and (C) either Michael J. Levitt, Lawrence D.
Stuart, Jr. or Jack D. Furst;
(3) against any action or agreement that is reasonably
likely to result in a breach in any material respect of
any covenant, representation or warranty or any other
obligation of the Issuer under the Merger Agreement;
(4) except for certain actions permitted by the Merger
Agreement, against any of the following: (A) any
extraordinary corporate transaction, such as a merger,
rights offering, reorganization, recapitalization or
liquidation involving the Issuer or any of its
subsidiaries other than the Merger, (B) a sale or
transfer of a material amount of assets of the Issuer
or any of its
<PAGE> 6
CUSIP NO. 184502102 13D PAGE 6 OF 11 PAGES
material subsidiaries or the issuance of any securities
of the Issuer or any subsidiary, (C) any change in the
Board of Directors of the Issuer other than in
connection with an annual meeting of the shareholders
of the Issuer with respect to the slate of directors
proposed by the incumbent Board of Directors of the
Issuer or in connection with the election of the five
or four individuals named in the Merger Agreement (as
described above) (in which case the reporting persons
agreed to vote for the slate proposed by the incumbent
Board and the individuals named in the Merger
Agreement), or (D) any action that is reasonably likely
to materially impede, interfere with, delay, postpone
or adversely affect in any material respect the Merger
and the transaction contemplated by the Merger
Agreement.
AMFM did not pay any additional consideration to any reporting person
in connection with the execution and delivery of the Voting Agreement.
The description contained in this Item 4 of the transactions
contemplated by the Merger Agreement is qualified in its entirety by reference
to the full text of the Merger Agreement which is incorporated herein by
reference.
The description contained in this Item 4 of the Voting Agreement is
qualified in its entirety by reference to the full text of the Voting Agreement
which is incorporated by reference herein and filed as Exhibit 99.1 hereto.
(c) Not applicable.
(d) The Merger Agreement obligates the Issuer to take such action as
required to cause the size of its Board of Directors immediately after the
effective time of the Merger to increase by five members (from eight members to
13 members), and it obligates the Issuer's Board of Directors to nominate five
specified individuals for election as directors to fill the newly created
vacancies. The five nominees specified in the Merger Agreement are as follows:
Robert Crandall, Vernon E. Jordan, Jr., Perry J. Lewis and Thomas O. Hicks and
either Michael J. Levitt, Lawrence D. Stuart, Jr. or Jack D. Furst. However, if
the Issuer exercises its option under the Merger Agreement to reduce the size of
its Board prior to the effective time of the Merger from eight members to seven
members, the Merger Agreement obligates the Issuer to cause the size of its
Board immediately after the effective time of the Merger to increase by four
rather than five members (from seven members to 11 members) and obligates the
Issuer's Board to nominate four specified individuals to fill the four newly
created vacancies. Such four specified nominees are as follows: (A) two of the
following three individuals mutually selected by the Issuer and AMFM -- Robert
Crandall, Vernon E. Jordan, Jr., and Perry J. Lewis, (B) Thomas O. Hicks, and
(C) either Michael J. Levitt, Lawrence D. Stuart, Jr. or Jack D. Furst.
Pursuant to the Merger Agreement, immediately following the effective
time of the Merger, Thomas O. Hicks will be appointed Vice Chairman of the
Issuer until the earlier of his resignation or removal or until his successor is
duly elected and qualified, as the case may be.
<PAGE> 7
CUSIP NO. 184502102 13D PAGE 7 OF 11 PAGES
The board of directors of the surviving entity immediately following
the effective time of the Merger will be the board of directors of Merger Sub
immediately preceding the effective time of the Merger. The officers of the
surviving entity immediately following the effective time of the Merger will be
the officers of AMFM immediately preceding the effective time of the Merger.
(e) As a result of the Merger, the holders of common stock of AMFM
immediately preceding the effective time of the Merger will become entitled to
have each of their shares of AMFM common stock converted into the right to
receive 0.94 of one share of the Issuer's Common Stock.
(f) Upon consummation of the Merger, AMFM will become a wholly-owned
subsidiary of the Issuer.
(g) Pursuant to the Merger Agreement, the bylaws of the Issuer will be
amended to increase the size of the Board of Directors of the Issuer to permit
at least 13 members, unless the Issuer elects to reduce the size of its Board of
Directors from eight to seven members prior to the effective time of the Merger,
in which case the bylaws of the Issuer will be amended to increase the size of
the Board of Directors of the Issuer to permit at least 11 members. Further, the
bylaws of the Issuer will be amended to establish an officer position entitled
Vice Chairman who shall have such duties as the Chief Executive Officer of the
Issuer shall assign from time to time.
(h) None.
(i) None.
(j) Other as than described above, the reporting persons have no plan
or proposals which relate to, or may result in, any of the matters listed in
Items 4 (a)-(i) of Schedule 13D (although the reporting persons reserve the
right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As of the date hereof, L. Lowry Mays beneficially owns
30,300,275 shares of the Issuer's Common Stock, and such shares constitute
approximately 8.9% of the total shares of the Issuer's Common Stock issued and
outstanding as of the date hereof, assuming the exercise of all options held by
Mr. L. Mays. Such shares beneficially owned by Mr. L. Mays include: (1)
8,996,649 shares held by Mr. L. Mays; (2) 995,000 shares subject to options held
by Mr. L. Mays; (3) 20,000,000 shares held by 4-M Partners, Ltd., of which Mr.
L. Mays is the sole general partner; (4) 209,070 shares held by the Mays Family
Foundation; and (5) 99,556 shares held by trusts of which Mr. L. Mays is trustee
but not beneficiary. Mr. L. Mays has sole voting and dispositive power with
respect to all such shares.
<PAGE> 8
CUSIP NO. 184502102 13D PAGE 8 OF 11 PAGES
As of the date hereof, 4-M Partners, Ltd. beneficially owns 20,000,000
shares of the Issuer's Common Stock, and such shares constitute approximately
5.0% of the total issued and outstanding shares of the Issuer's Common Stock as
of the date hereof, not including shares issuable upon exercise of options. 4-M
Partners, Ltd. has sole voting and dispositive power with respect to all such
20,000,000 shares, which voting and dispositive power is exercisable by L. Lowry
Mays in his capacity as the sole general partner of 4-M Partners, Ltd.
(c) The reporting persons have not effected any transaction in the
Issuer's Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In addition to the Voting Agreement previously described in Item 4, L.
Lowry Mays is a party to a Buy-Sell Agreement dated May 31, 1977, by and among
the Issuer, L. Lowry Mays and B.J. McCombs (the "Buy-Sell Agreement"). The
Buy-Sell Agreement restricts the ability of L. Lowry Mays and B.J. McCombs and
their heirs, legal representatives, successors and assigns to dispose of shares
of the Issuer's 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 of
Common Stock, other than by will or intestacy or through gifts to the party's
spouse or children, they must offer their shares of Common Stock for a period of
30 days to the Issuer. Thereafter, they must offer, for a period of 30 days, any
shares of Common Stock not purchased by the Issuer to the other parties to the
Buy-Sell Agreement. If neither the Issuer nor the other parties to the Buy-Sell
Agreement agree to purchase all of their shares of Common Stock so offered, the
party offering his shares of Common Stock 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 the Issuer 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 of the Issuer's
Common Stock 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 description contained in this Item 6 of the Buy-Sell Agreement is
qualified in its entirety by reference to the full text of the Buy-Sell
Agreement which is incorporated by reference herein and filed as Exhibit 99.2
hereto.
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CUSIP NO. 184502102 13D PAGE 9 OF 11 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated October 13, 1999, by and
between L. Lowry Mays and 4-M Partners, Ltd.
Exhibit 2* Agreement and Plan of Merger dated October 2, 1999, by
and among AMFM, Inc., Clear Channel Communications, Inc.
and CCU Merger Sub, Inc.
Exhibit 99.1 Voting Agreement dated October 2, 1999 by and among AMFM
Inc., L. Lowry Mays and 4-M Partners, Ltd.
Exhibit 99.2 Buy-Sell Agreement dated May 31, 1977 by and among Clear
Channel Communications, Inc., L. Lowry Mays and B.J.
McCombs.
*Incorporated by reference to the Issuer's Current Report on
Form 8-K filed on October 5, 1999.
<PAGE> 10
CUSIP NO. 184502102 13D PAGE 10 OF 11 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 13, 1999 /s/ L. LOWRY MAYS
--------------------------------
L. LOWRY MAYS, Individually
<PAGE> 11
CUSIP NO. 184502102 13D PAGE 11 OF 11 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 13, 1999 4-M PARTNERS, LTD.,
a Texas limited partnership
By: /s/ L. LOWRY MAYS
-----------------------------
Name: L. Lowry Mays
Title: General Partner
<PAGE> 12
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 1 Joint Filing Agreement, dated October 13, 1999, by and
between L. Lowry Mays and 4-M Partners, Ltd.
Exhibit 2* Agreement and Plan of Merger dated October 2, 1999, by
and among AMFM, Inc., Clear Channel Communications, Inc.
and CCU Merger Sub, Inc.
Exhibit 99.1 Voting Agreement dated October 2, 1999 by and among AMFM
Inc., L. Lowry Mays and 4-M Partners, Ltd.
Exhibit 99.2 Buy-Sell Agreement dated May 31, 1977 by and among Clear
Channel Communications, Inc., L. Lowry Mays and B.J.
McCombs.
*Incorporated by reference to the Issuer's Current Report on
Form 8-K filed on October 5, 1999.
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that in accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the Statement on Schedule
13D, dated October 13, 1999, with respect to the common stock, par value $0.10,
of Clear Channel Communications, Inc., a Texas corporation, is, and any
amendments thereto executed by each of us shall be, filed on behalf of each of
us. Each of the undersigned agrees to be responsible for the timely filing of
the Statement on Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning itself contained
therein, provided that no person shall be responsible for the completeness or
accuracy of the information concerning the other person making the filing,
unless such person knows or has reason to believe that such information is
incomplete or inaccurate. Each of the undersigned persons further agrees that
this Joint Filing Agreement shall be included as an exhibit to such Statement on
Schedule 13D and to any amendments thereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
October 13, 1999.
/s/ L. Lowry Mays
---------------------------------
L. LOWRY MAYS
4-M PARTNERS, LTD.,
a Texas limited partnership
By: /s/ L. Lowry Mays
-------------------------------
Name: L. Lowry Mays
Title: General Partner
<PAGE> 1
EXHIBIT 99.1
VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement"), dated as of this 2nd day of
October, 1999, is entered into by and among AMFM INC., a Delaware corporation
(the "Company"), and L. LOWRY MAYS and 4-M PARTNERS, LTD., A Texas limited
partnership (the "Stockholders").
W I T N E S S E T H:
WHEREAS, the Company, CLEAR CHANNEL COMMUNICATIONS, INC., a Texas
corporation ("Parent"), and CCU Merger Sub, Inc., a Delaware corporation
("Merger Sub"), have entered into an Agreement and Plan of Merger of even date
herewith (the "Merger Agreement"), pursuant to which the parties thereto have
agreed, upon the terms and subject to the conditions set forth therein, to merge
Merger Sub with and into the Company (the "Merger");
WHEREAS, as of the date hereof, the Stockholders are the record owners
of the number of shares (the "Shares") of common stock, par value $0.10 per
share, of Parent ("Parent Common Stock") set forth on Schedule I attached
hereto; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Company has required that the Stockholders agree, and the
Stockholders are willing to agree, to the matters set forth herein. Except as
specified herein, terms defined in the Merger Agreement are used herein as
defined therein.
NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth below, the parties hereto agree as follows:
1. Voting of Shares.
1.1. Voting Agreement. Each of the Stockholders hereby agrees to
vote (or cause to be voted) all of the Shares (and any and all securities issued
or issuable in respect thereof) which such Stockholder is entitled to vote (or
to provide his written consent thereto), at any annual, special or other meeting
of the stockholders of Parent, and at any adjournment or adjournments thereof,
or pursuant to any consent in lieu of a meeting or otherwise:
(a) in favor of the issuance of Parent Common Stock to the
stockholders of the Company in the Merger, any other matters required by Section
5.3 of the Merger Agreement as a Parent Stockholder Approval, and all actions
required in furtherance thereof;
(b) against any action or agreement that is reasonably likely to
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of Parent under the Merger Agreement; and
(c) except for all such actions which may be permitted to Parent
under Section 5.1(b) of the Merger Agreement, against (a) any extraordinary
corporate transaction, such as a merger, rights offering, reorganization,
recapitalization or liquidation involving Parent or any of its subsidiaries
other than the Merger, (b) a sale or transfer of a material amount of assets
<PAGE> 2
of Parent or any of its material subsidiaries or the issuance of any securities
of Parent or any subsidiary, (c) any change in the Board of Directors of Parent
other than in connection with an annual meeting of the shareholders of Parent
with respect to the slate of directors proposed by the incumbent Board of
Directors of Parent or the Parent Stockholder Approval (as defined in the Merger
Agreement) (in which case they agree to vote for the slate proposed by the
incumbent Board) or (d) any action that is reasonably likely to materially
impede, interfere with, delay, postpone or adversely affect in any material
respect the Merger and the transaction contemplated by the Merger Agreement.
2. Representations and Warranties of the Stockholders. Each Stockholder
represents and warrants to the Company as follows in each case as of the date
hereof:
2.1. Binding Agreement. Such Stockholder has the capacity to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. Such Stockholder has duly and validly executed and
delivered this Agreement and this Agreement constitutes a legal, valid and
binding obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally and by general equitable principles
(regardless of whether enforceability is considered in a proceeding in equity or
at law).
2.2. No Conflict. Neither the execution and delivery of this
Agreement, nor the compliance with any of the provisions hereof in each case by
such Stockholder (a) requires any consent, approval, authorization or permit of,
registration, declaration or filing (except for filings under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) with, or notification to,
any governmental entity, (b) results in a default (or an event which, with
notice or lapse of time or both, would become a default) or give rise to any
right of termination by any third party, cancellation, amendment or acceleration
under any material contract, agreement, instrument, commitment, arrangement or
understanding, or results in the creation of a security interest, lien, charge,
encumbrance, equity or claim with respect to any of the Shares, (c) requires any
material consent, authorization or approval of any person other than a
governmental entity which has not been obtained, or (d) violates or conflicts
with any order, writ, injunction, decree or law applicable to such Stockholder
or the Shares.
2.3. Ownership of Shares. Except as set forth in Schedule II and
except as may be provided in the organizational documents, if any, of any
Stockholder, the Stockholders are the record owners of the Shares free and clear
of any security interests, liens, charges, encumbrances, options or restriction
on the right to vote the Shares. The Stockholders holds exclusive power to vote
the Shares, subject to the limitations set forth in Section 1 of this Agreement.
The Shares represent all of the shares of capital stock of Parent owned of
record by the Stockholders.
3. Representations and Warranties the Company. The Company represents
and warrants to the Stockholders as follows in each case as of the date hereof:
3.1. Binding Agreement. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and has full
2
<PAGE> 3
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the Merger Agreement by the Company and the consummation of
the transactions contemplated hereby and thereby have been duly and validly
authorized by the Board of Directors of the Company, and no other corporate
proceedings on the part of the Company except for the approval and adoptions of
the Merger Agreement and approval of the Merger by holders of a majority of the
shares of Company Common Stock are necessary to authorize the execution,
delivery and performance of this Agreement and the Merger Agreement by the
Company and the consummation of the transactions contemplated hereby and
thereby. The Company has duly and validly executed this Agreement and this
Agreement constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
by general equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law).
3.2. No Conflict. Neither the execution and delivery of this
Agreement, the consummation by the Company of the transactions contemplated
hereby, nor the compliance by the Company with any of the provisions hereof will
(a) conflict with or result in a breach of any provision of its Certificate of
Incorporation or By-laws, (b) require any consent, approval, authorization or
permit of, registration, declaration or filing (except for filings under the
Exchange Act) with, or notification to, any governmental entity, (c) result in a
default (or an event which, with notice or lapse of time or both, would become a
default) or give rise to any right of termination by any third party,
cancellation, amendment or acceleration under any contract, agreement,
instrument, commitment, arrangement or understanding, (d) require any material
consent, authorization or approval of any person other than a governmental
entity, or (e) violate or conflict with any order, writ, injunction, decree or
law applicable to the Company.
4. Transfer; Additional Shares.
4.1. Transfers Permitted. The Stockholder may sell, transfer,
assign, pledge, or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to the sale, transfer,
assignment or other disposition of, the Shares or any interest contained
therein, free from obligations on the transferee, assignee, or pledgee under
this Agreement; provided, however, the Stockholder shall not be released from
its obligations under Section 1 to the extent that the Stockholder retains
voting rights over such Shares.
4.2. Additional Shares. Without limiting the provisions of the
Merger Agreement, in the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock of Parent on, of or affecting the Shares or (ii) a Stockholder becomes the
record owner of any additional shares of Parent Common Stock or other securities
entitling the holder thereof to vote or give consent with respect to the matters
set forth in Section 1 hereof, then the terms of this Agreement shall apply to
the shares of capital stock or other securities of Parent held by the
Stockholder immediately following the effectiveness of the events described in
clause (i) or a Stockholder becoming the record owner thereof, as described in
clause (ii), as though they were Shares hereunder. Each of the Stockholders
hereby agree, while this Agreement is in effect, to promptly notify the Company
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<PAGE> 4
of the number of any new shares of Parent Common Stock acquired by such
Stockholder, if any, after the date hereof.
5. Specific Enforcement. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with the terms hereof or were otherwise
breached and that each party shall be entitled to seek specific performance of
the terms hereof, in addition to any other remedy which may be available at law
or in equity.
6. Termination. Except for Section 7 hereof, which shall survive for
the period specified therein, this Agreement shall terminate, with respect to a
Stockholder to whom any of the following applies, as applicable, on the earlier
of (i) the termination of the Merger Agreement, (ii) the agreement of the
parties hereto to terminate this Agreement, (iii) consummation of the Merger and
(iv) the date such Stockholder ceases to own any Shares; provided, however, this
Agreement shall not terminate with respect to the other Stockholder to whom none
of the foregoing clauses (i) through (iv) applies.
7. Indemnification. The Company shall, to the fullest extent permitted
under applicable law, indemnify and hold harmless each of the Stockholders
against any costs or expenses (including attorneys' fees as provided below),
judgments, fines, losses, claims, damages, liabilities and amounts paid in
settlement in connection with any claim, action, suit, proceeding or
investigation by Parent or any stockholder of Parent asserting any breach by the
Stockholder of any fiduciary duty on his part to Parent or the other
stockholders of Parent by reason of the Stockholder entering into this
Agreement, for a period of six years after the date hereof. In the event a
Stockholder seeks indemnification from the Company for any such claim, action,
suit, proceeding or investigation (whether arising before or after the
termination of this Agreement), (a) the Company shall pay the fees and expenses
of one counsel selected by such Stockholder and reasonably acceptable to the
Company to represent such Stockholder in connection therewith promptly after
statements therefor are received, and (b) the Company will cooperate in the
defense of any such matter; provided, however, that the Company shall not be
liable for any settlement effected without its written consent (which consent
shall not be unreasonably withheld); provided, further, that in the event that
any claim or claims for indemnification under this Section 7 are asserted or
made within such six-year period, all rights to indemnification in respect of
any such claim or claims shall continue until the final disposition of any and
all such claims. This Section 7 shall survive until the latest of the following:
(i) six years from the date hereof, (ii) the termination of this Agreement, and
(iii) the final disposition of all claims for indemnification asserted or made
within the six-year period following the date hereof.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five
business days after the day when mailed by certified or registered mail, postage
prepaid, addressed at the following addresses (or at such other address for a
party as shall be specified by like notice):
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<PAGE> 5
If to the Company, to:
AMFM Inc.
1845 Woodall Rogers Freeway
Suite 1300
Dallas, Texas 75201
Attention: William S. Banowsky, Jr.
Facsimile No.: (214) 922-8700
with a copy to:
Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court
Suite 1600
Dallas, Texas 75201
Attention: Lawrence D. Stuart, Jr.
Facsimile No.: (214) 740-7313
If to the Stockholders, to:
L. Lowry Mays
c/o Clear Channel Communications, Inc.
200 Concord Plaza
Suite 600
San Antonio, Texas 78216-6940
with a copy to:
Akin, Gump, Strauss, Hauer & Feld L.L.P.
1700 Pacific Avenue
Suite 4100
Dallas, Texas 75201
Attention: Michael E. Dillard, P.C.
Facsimile No.: (214) 969-4343
9. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.
10. Consideration. This Agreement is granted in consideration of the
execution and delivery of the Merger Agreement by the Company.
11. Amendment. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
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12. Successors and Assigns. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties hereto. This Agreement will be binding upon, inure to the benefit of and
be enforceable by each party and such party's respective heirs, beneficiaries,
executors, representatives and permitted assigns.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
14. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of Texas
(without giving effect to the provisions thereof relating to conflicts of law).
15. Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
16. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. Stockholder Capacity. Neither of the Stockholders nor any designee
of the Stockholders who is or becomes during the term hereof a director or
officer of Parent makes any agreement or understanding herein in its capacity as
such director or officer. The Stockholder signs solely in his or her capacity as
the record holder and beneficial owner of the Stockholder's Shares and nothing
herein shall limit or affect any actions taken by the Stockholder or any
designee of the Stockholder in his or her capacity as an officer or director of
Parent. As used herein, the term "record owner" or "record holder" shall mean
ownership of Shares directly or through a nominee.
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<PAGE> 7
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the Stockholder and a duly authorized officer of the Company on the day and
year first written above.
THE COMPANY:
AMFM INC., A DELAWARE CORPORATION
By: /s/ Thomas O. Hicks
--------------------------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief Executive Officer
STOCKHOLDERS:
/s/ L. Lowry Mays
-----------------------------------------------
L. LOWRY MAYS
4-M PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP
By: /s/ L. Lowry Mays
--------------------------------------------
L. Lowry Mays
General Partner
<PAGE> 8
SCHEDULE I TO
VOTING AGREEMENT
Name of Stockholder Number of Shares
- ------------------- ----------------
L. Lowry Mays 8,996,649
4-M PARTNERS, LTD., a Texas limited partnership 20,000,000
<PAGE> 9
SCHEDULE II TO
VOTING AGREEMENT
The Shares held by L. Lowry Mays are subject to that certain Buy-Sell Agreement,
dated May 31, 1977, by and among Parent, L. Lowry Mays and B.J. McCombs.
<PAGE> 1
EXHIBIT 99.2
BUY-SELL AGREEMENT
CLEAR CHANNEL COMMUNICATIONS, INC.
THIS AGREEMENT ("Agreement") made and entered into by and among CLEAR
CHANNEL COMMUNICATIONS, INC., a Texas corporation ("Company"), and L. LOWRY
MAYS, B. J. McCOMBS, JOHN M. SCHAEFER, and JOHN W. BARGER (singularly
"Shareholder" and collectively "Shareholders").
W I T N E S S E T H :
WHEREAS, the Shareholders own al of the issued and outstanding shares
of Common Stock ("Stock") of the Company; and
WHEREAS, the Shareholders desire to promote their mutual interests and
the interest of the Company and the Company desires to promote its mutual
interests with the Shareholders, in providing for continuity and harmony in the
management and policies of the Company by imposing certain restrictions and
obligations on the Shareholders, the Company and the shares of Stock;
NOW, THEREFORE, for the mutual considerations herein expressed and
subject to the terms and on the conditions herein stated, the parties hereto
agree as follows:
1. Restrictions on Disposition. Each Shareholder acknowledges and
agrees that all of his shares of Stock shall be subject to the terms of this
Agreement and that none of such shares of Stock nor any right, title or interest
therein now owned or hereafter acquired by any Shareholder shall be sold,
transferred, pledged, hypothecated, assigned or otherwise disposed of or
encumbered (any such action being hereinafter referred to as the "disposition
of" or to "dispose of" any such shares) and no such disposition of any such
shares of Stock by and Shareholder of any right, title, or interest therein
shall be valid or binding except as hereinafter provided. However, disposition
by will or intestacy or by gifts to a spouse or children of a Shareholder shall
not be deemed a disposition of Stock for purposes of this Agreement.
2. Purchase by Company or Shareholders. No Shareholder who is a party
hereto shall dispose of any shares of Stock ("Offered Shares") without first
offering in writing to sell such Stock to the Company. The Shareholder desiring
to sell his Stock must offer the Offered Shares to the Company by written offer,
with copies of such offer to the remaining Shareholders.
<PAGE> 2
At any time during the period of thirty (30) days, beginning with the day on
which such offer to purchase the Offered Shares is received by the Company, the
Company may purchase or redeem from such Shareholder all, or a portion, of the
Offered Shares offered by the Shareholder. Any Offered Shares not purchased by
the Company must be offered in writing to the other Shareholders. Each
Shareholder will be offered his "proportionate share" of the Offered Shares. At
any time during the period of thirty (30) days, beginning with the day on which
such offer is received by the other Shareholders, each remaining Shareholder may
purchase his "proportionate share" of the Offered Shares. If any of the
remaining Shareholders do not purchase their "proportionate share" of the
Offered Shares, then any Shareholder may, during a ten (10) day period, purchase
the remaining Offered Shares. The term "proportionate share" shall mean that
portion of the Offered Shares which the shares of such Stock then owned by each
Shareholder bear to the shares of such Stock (other than the Offered Shares)
then owned by all of the Shareholders. In addition, if any of the Offered Shares
are not purchased by the Shareholders to whom they are offered, then, the term
"proportionate share" shall not include the shares of Stock owned by such
declining Shareholders. If all of the Offered Shares are not purchased by the
Company or by the remaining Shareholders within the time limits prescribed
above, then the Shareholder desiring to sell such Stock may sell it to any third
party purchaser whom he may elect for a period of 90 days thereafter. However,
in the event that the Offered Shares are offered to such third party at a lower
price than the price at which it was offered to the Company or the remaining
Shareholders, or on more favorable terms, the selling Shareholder must offer the
Stock to the Company and the remaining Shareholders at the lower price or more
favorable terms. Subsequent offers after the original offer shall require the
same notice and provision for acceptance as the original offer.
3. Sale of Control. The Shareholders shall not individually nor in
concert sell any Stock to any third party in any manner so as to deliver voting
control to said third party without providing in any such sale of Stock that all
Shareholders will be offered the same price and terms for their Stock as being
accepted by the selling Shareholder.
4. Sale to Existing Shareholder. This Agreement shall also apply to the
sale of Offered Shares directly to one, or more than one, of the existing
Shareholders.
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5. Legend. So long as this Agreement shall be in effect, the
certificates of Stock shall be endorsed to reflect the existence of this
Agreement. This Agreement shall automatically apply to all stock dividends,
stock splits, or recapitalizations of the original shares of Stock covered by
this Agreement.
6. Successors and Assigns. This Agreement and the terms and conditions
thereof shall be binding on and operate for the benefit of the respective heirs,
legal representatives, successors and assigns of the parties hereto.
EXECUTED this 31st day of May, 1977.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ L. Lowry Mays
-----------------------------------------
President
/s/ L. Lowry Mays
--------------------------------------------
L. LOWRY MAYS
/s/ B. J. McCombs
--------------------------------------------
B. J. McCOMBS
/s/ John M. Schaefer
--------------------------------------------
JOHN M. SCHAEFER
/s/ John W. Barger
--------------------------------------------
JOHN W. BARGER
3
