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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1999
REGISTRATION NO. 333-72839
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 ON
FORM S-3*
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1787539
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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<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>
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COPIES TO:
STEPHEN C. MOUNT, ESQ.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1500 Bank of America Plaza
300 Convent Street
San Antonio, Texas 78205
(210) 281-7000
(210) 224-2035 (fax)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 12,618,285 Shares(2) (3) (3) (3)
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(1) The number of shares of Common Stock registered hereby is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Consisting of, on an as converted basis, 12,618,285 shares of Common Stock
reserved for issuance pursuant to certain common stock purchase warrants
and Liquid Yield Option(TM) Notes assumed by Registrant in connection with
its merger with Jacor Communications, Inc.
(3) Not applicable. All filing fees payable in connection with the issuance of
these securities were paid in connection with the filing of the
Registrant's Registration Statement on Form S-4 (No. 333-72839) filed
February 24, 1999.
(*) Filed as a Post-effective Amendment on Form S-3 to such Form S-4
registration statement pursuant to the procedure described herein in the
section captioned "Introductory Statement."
<PAGE> 2
INTRODUCTORY STATEMENT
On May 4, 1999, Clear Channel Communications, Inc. (the "Company" or
the "Registrant") and Jacor Communications, Inc., a Delaware corporation
("Jacor"), consummated the merger (the "Merger") of Jacor with and into CCU
Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the
Company ("Merger Sub") as provided by the Agreement and Plan of Merger, dated
as of October 8, 1998, as amended by an Amendment No. 1, dated November 11,
1998 (as amended, the "Merger Agreement"), by and among the Company, Jacor and
Merger Sub. Jacor's common stock ("Jacor Common Stock") is no longer
transferable, and all certificates evidencing shares of Jacor Common Stock
represent only the right to receive, without interest, shares of the Company's
common stock ("Common Stock") in accordance with the provisions of the Merger
Agreement. In connection with the Merger, each of the publicly-traded Jacor
Liquid Yield Option(TM) Notes due June 12, 2011, Liquid Yield Option(TM) Notes
due February 9, 2018, common stock purchase warrants expiring September 18,
2001, and common stock purchase warrants expiring February 17, 2002
(collectively, the "Jacor Securities," and each a "Jacor Security"), all of
which were convertible prior to the Merger into shares of Jacor Common Stock
pursuant to the terms thereof, have become convertible into that number of
shares of Common Stock equal to the number of shares of Jacor Common Stock that
could have been acquired under such Jacor Security multiplied by 1.1573151 (the
"Exchange Ratio"), at a price per share of Common Stock equal to the conversion
price determined pursuant to the terms of such Jacor Security divided by the
Exchange Ratio.
The Registrant hereby amends its registration statement on Form S-4
(No. 333-72839) (the "Form S-4"), which was amended by Post-effective Amendment
No. 1 thereto on Form S-8 ("Post-effective Amendment No. 1") by filing this
Post-effective Amendment No. 2 thereto on Form S-3 ("Post-effective Amendment
No. 2") relating to up to 12,618,285 shares of Common Stock issuable pursuant
to the conversion of the Jacor Securities. All such shares of Common Stock were
previously registered on the Form S-4, and are being transferred to this Form
S-3. The Post-effective Amendment No. 2 does not replace but is in addition to
Post-effective Amendment No. 1.
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PROSPECTUS
12,618,285 SHARES
CLEAR CHANNEL COMMUNICATIONS, INC.
200 CONCORD PLAZA, SUITE 600
SAN ANTONIO, TEXAS 78216
(210) 822-2828
COMMON STOCK
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This prospectus relates to up to 12,618,285 shares of our common stock
which we may issue to you, the holders of the following securities of Jacor
Communications, Inc. upon your exercise or conversion of any such securities:
o Common stock purchase warrants expiring September 18, 2001
o Common stock purchase warrants expiring February 17, 2002
o Liquid Yield Option(TM) Notes due June 12, 2011
o Liquid Yield Option(TM) Notes due February 9, 2018
You should carefully read this prospectus before you decide to acquire
our common stock upon the exercise or conversion of these securities. Our
common stock is traded on the New York Stock Exchange under the symbol "CCU."
----------------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 2 OF THIS PROSPECTUS.
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.
The date of this prospectus is May 5, 1999.
<PAGE> 4
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 our
common stock.
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
December 31, 1998, we had borrowings under our credit facility and other long
term debt outstanding of approximately $2.32 billion and shareholders' equity
of $4.48 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 0.50%. At
December 31, 1998, we had borrowed approximately $1.01 billion under our
domestic credit facility. In addition, at December 31, 1998, Jacor had total
outstanding indebtedness of approximately $1.6 billion, including publicly
traded notes and Liquid Yield Option Notes, 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.
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.
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:
o potential adverse changes in the diplomatic relations of foreign
countries with the United States;
o hostility from local populations;
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o the adverse effect of currency exchange controls;
o restrictions on the withdrawal of foreign investment and earnings;
o government policies against businesses owned by foreigners;
o expropriations of property;
o the potential instability of foreign governments;
o the risk of insurrections;
o risks of renegotiation or modification of existing agreements with
governmental authorities;
o foreign exchange restrictions; and
o 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 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
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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.
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.
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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:
o Certain of such acquisitions may prove unprofitable and fail to
generate anticipated cash flows;
o 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;
o We may encounter difficulties in the integration of operations and
systems;
o Management's attention may be diverted from other business
concerns; and
o 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:
o economic conditions, both general and relative to the broadcasting
industry;
o shifts in population and other demographics;
o the level of competition for advertising dollars;
o fluctuations in operating costs;
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o technological changes and innovations;
o changes in labor conditions; and
o changes in governmental regulations and policies and actions of
federal regulatory bodies.
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 46 states 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 states and local governments have passed
laws or ordinances severely restricting or banning outdoor advertising of
alcoholic beverages. The legality of these restrictions on outdoor advertising
of tobacco and alcohol products 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.
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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 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.
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.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
This document contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), about us. 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:
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o the impact of general economic conditions in the U.S. and in other
countries in which we currently do business;
o industry conditions, including competition;
o fluctuations in exchange rates and currency values;
o capital expenditure requirements;
o legislative or regulatory requirements;
o interest rates;
o taxes; and
o 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.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf registration" process. Under this shelf process, the
holders of the following Jacor securities (collectively, the "Jacor
Securities") may acquire our common stock (the "Conversion Common Stock") upon
the exercise or conversion of the Jacor Securities:
o Common stock purchase warrants expiring September 18, 2001
o Common stock purchase warrants expiring February 17, 2002
o Liquid Yield Option(TM) Notes due June 12, 2011
o Liquid Yield Option(TM) Notes due February 9, 2018
You should read this prospectus together with the additional
information described under the heading "Where You Can Find More Information."
CLEAR CHANNEL COMMUNICATIONS, INC.
We are a diversified media company with two business segments:
broadcasting and outdoor advertising. We were incorporated in Texas in 1974. As
of December 31, 1998, we owned, programmed, or sold airtime for 204 domestic
radio stations, two international radio stations and 18 domestic television
stations, and 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. In addition, as of December 31, 1998,
we owned the following interests in other radio broadcasting companies:
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o a 50% equity interest in the Australian Radio Network Pty., Ltd.,
which operates radio stations in Australia;
o a one-third equity interest in New Zealand Radio Network, which
operates radio stations in New Zealand;
o a 29.1% non-voting equity interest in Heftel Broadcasting
Corporation (Nasdaq: HBCCA), a Spanish-language broadcaster that
operates radio stations in domestic markets;
o a 40% equity interest in Grupo Acir Communicaciones, S.A. de C.V.,
one of the largest radio broadcasters in Mexico owning or
programming through affiliations 164 radio stations serving 72
markets in Mexico; and
o a 50% equity interest in Radio Bonton, a.s., which owns an FM radio
station in the Czech Republic.
Also as of December 31, 1998, we owned the following interests in
outdoor advertising companies:
o a 50% equity interest in Hainan White Horse Advertising Media
Investment Co. Ltd., which operates street furniture displays in
China;
o a 40% equity interest in Expoplakat AS, which operates billboard
displays in Estonia;
o 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;
o a 50% equity interest in Adshel Street Furniture Pty., Limited,
which operates street furniture displays in Australia and New
Zealand;
o a 30% equity interest in Capital City Posters Pty., Ltd., which
operates street furniture and billboard displays in Singapore; and
o a 31.9% equity interest in Master & More Co., Ltd., which operates
billboard displays in Thailand.
During 1998, we derived approximately 48% of our net revenue from
broadcasting operations and approximately 52% from outdoor advertising
operations.
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 long-term debt, which was approximately $1.29 billion as of
December 31, 1998, as well as Jacor's Liquid Yield Option(TM) Notes with an
accreted value of approximately $306 million as of December 31, 1998.
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Jacor options and stock appreciation rights outstanding at the time of the
merger are now exercisable into shares of our common stock. In addition, Jacor
common stock purchase warrants and Liquid Yield Option(TM) Notes are exercisable
or convertible into approximately 12,618,285 shares of our common stock.
As of December 31, 1998, Jacor owned or operated 237 radio stations and
two television stations in 66 domestic markets. 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
of 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.
USE OF PROCEEDS
We currently do not have specific plans to use the net proceeds that
we may receive from time to time from our issuance or sale of Conversion Common
Stock pursuant to the exercise of Jacor common stock purchase warrants. But we
anticipate using such net proceeds for general corporate purposes, including
but not limited to working capital purposes, capital expenditures, repayment of
indebtedness and acquisitions. Until we use such proceeds, we will invest them
in short-term, interest-bearing securities or other investment-grade
securities. We will not receive any proceeds from the issuance or sale of
Conversion Common Stock upon conversion of the Jacor LYONs, but rather our
indebtedness associated with such Jacor LYONs will be eliminated.
DESCRIPTION OF CAPITAL STOCK
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:
o for any defensive or anti-takeover purpose;
o to implement any shareholders' rights plan; or
o with features intended to make any attempted acquisition of Clear
Channel 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.
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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 a
change in control of Clear Channel. No shares of either class of preferred
stock have ever been issued.
COMMON STOCK
Our board of directors has the authority to issue up to 900,000,000
shares of our common stock. As of April 30, 1999, 266,206,686 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.
Upon Clear Channel's liquidation, dissolution or winding up, 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.
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
Clear Channel is governed by the provisions of the Texas Business
Corporation Act (the "TBCA"). 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
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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 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:
o 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;
o Clear Channel 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;
o no person who is an alien may be elected or serve as an officer or
director of Clear Channel; and
o 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.
JACOR WARRANTS
Jacor issued common stock purchase warrants pursuant to the terms of
its February 1996 agreement to acquire Citicasters Inc. through a merger of a
Jacor subsidiary with and into Citicasters Inc. Each Citicasters warrant
currently entitles the holder thereof to purchase approximately .2355422 of a
share of our common stock at a price of approximately $24.19 per full share. The
holders of the Citicasters warrants may exercise such warrants until September
18, 2001.
Jacor also issued common stock purchase warrants pursuant to the terms
of its October 1996 merger agreement with Regent Communications, Inc., whereby
Regent Communications, Inc. merged with and into Jacor. Each Regent warrant
currently entitles the holder thereof to purchase approximately .1304409 of a
share of our common stock at a price of approximately $34.56 per full share. The
holders of the Regent warrants may exercise such warrants until February 27,
2002, unless we call a redemption of such warrants upon certain terms before
that date.
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JACOR LIQUID YIELD OPTION(TM) NOTES
In June 1996, Jacor issued and sold Liquid Yield Option(TM) Notes due
June 12, 2011 in the aggregate principal amount at maturity of $259.9 million.
Each LYON due 2011 had an issue price of $443.14 and a principal amount at
maturity of $1,000. The holders thereof may, at their option, convert each LYON
due 2011 into shares of our common stock at a conversion rate of approximately
15.52191 shares per LYON due 2011. Such conversion may occur at any time on or
before the maturity of the LYON due 2011, unless we have previously redeemed or
otherwise purchased the LYON due 2011. The conversion rate is subject to
adjustment upon the occurrence of certain events affecting our common stock. The
original issue discount regarding the LYONs due 2011 represents a 5.50% yield
per annum, computed on a semiannual bond equivalent basis.
In February 1998, Jacor issued and sold Liquid Yield Option(TM) Notes
due February 9, 2018 in the aggregate principal amount at maturity of $426.9
million. Each LYON due 2018 had an issue price of $391.06 and a principal amount
at maturity of $1,000. The holders thereof may, at their option, convert each
LYON due 2018 into shares of our common stock at a conversion rate of
approximately 7.2274327 shares per LYON due 2018. Such conversion may occur at
any time on or before the maturity of the LYON due 2018, unless we have
previously redeemed or otherwise purchased the LYON due 2018. The conversion
rate is subject to adjustment upon the occurrence of certain events affecting
our common stock. The original issue discount regarding the LYONs due 2018
represents a 4.75% yield per annum, computed on a semiannual bond equivalent
basis.
Pursuant to the terms of the LYONs due 2011 and the LYONs due 2018,
the Jacor merger has resulted in each holder of such LYONs being entitled to
put the LYONs to Jacor. The price that we will pay for each LYON will be equal
to the issue price for each LYON plus accrued original discount to the
effective time of the Jacor merger or such later date set for the purchase of
the LYONs by us. In the event that the holders of the LYONs elect not to
exercise such put rights in full, the holders of the remaining outstanding
LYONs will be entitled to convert such LYONs for shares of our common stock at
the appropriate conversion rates as discussed above.
PLAN OF DISTRIBUTION
Upon the exercise or conversion of any of the Jacor Securities by the
holders thereof, we will issue and deliver shares of our common stock directly
to such holders.
LEGAL OPINIONS
The validity of the Conversion Common Stock will be passed upon for
Clear Channel by its special counsel, Akin, Gump, Strauss, Hauer & Feld,
L.L.P., San Antonio, Texas. Alan D. Feld, the sole shareholder of a
professional corporation which is a partner of Akin, Gump, Strauss, Hauer &
Feld, L.L.P., is a director of Clear Channel 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
The consolidated financial statements of Clear Channel 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 Clear Channel's Annual
Report on Form 10-K for the year ended December 31, 1998, have
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<PAGE> 16
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 years in the
period 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 Clear Channel's 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 Clear Channel's Annual Report on Form 10-K for the year ended December 31,
1996 and incorporated herein by reference. Such report referred to above is
incorporated herein by reference in reliance upon the authority of such firm as
experts in accounting and auditing.
The consolidated financial statements 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 Clear
Channel's 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 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 Clear
Channel's Current Report on Form 8-K, filed on April 17, 1997, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
The combined financial statements of Eller Investment Company, Inc. as
of and for the year ended December 31, 1994, incorporated by reference in this
prospectus and elsewhere in this Registration Statement are included in Clear
Channel's Current Report on Form 8-K, filed April 17, 1997, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
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.
The consolidated financial statements of More Group Plc. as of
December 31, 1997 and for the year ended December 31, 1997, included in Clear
Channel's 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.
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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 (the "SEC"). 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 Post-effective Amendment on Form S-3 to a registration
statement on Form S-4 (Reg. No. 333-72839) to register with the SEC our common
stock issuable upon conversion of the Jacor Securities. This prospectus is part
of that Form S-3. As permitted by SEC rules, this prospectus does not contain
all of the information you can find in the Form S-3 or the exhibits to the Form
S-3.
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. 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.
3. Current Report on Form 8-K filed October 9, 1998.
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4. 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.
5. 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.
6. Current Report on Form 8-K filed December 22, 1997, as amended by
Form 8-K/A filed February 23, 1999.
7. 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting discounts and
commissions, in connection with the issuance and distribution of the common
stock 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....................................................................... $ *
Legal fees and expenses.................................................................... 30,000
Accounting fees and expenses............................................................... 50,000
Blue Sky fees and expenses................................................................. *
Miscellaneous.............................................................................. 20,000
---------
Total...................................................................................... $ 100,000
=========
</TABLE>
*Not applicable.
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.
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ITEM 16. EXHIBITS
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).
4.7 Form of Regent Warrant Agreement between Jacor and KeyCorp Shareholder
Services, Inc., as warrant agent (incorporated by reference to Exhibit
2.2 to Jacor's Current Report on Form 8-K dated October 23, 1996).
4.8 Form of Citicasters Warrant Agreement dated as of September 18, 1996
between Jacor and KeyCorp Shareholder Services, Inc., as warrant agent
(incorporated by reference to Exhibit 4.1 to Jacor's Current Report on
Form 8-K dated October 3, 1996).
4.9 Indenture dated as of June 12, 1996 between Jacor and The Bank of New
York for Jacor's Liquid Yield Option Notes Due 2011 (incorporated by
reference to Exhibit 4.23 to Jacor's Form S-4 Registration Statement
(Reg. No. 333-6639) filed on June 24, 1996).
4.10 Indenture dated as of February 9, 1998 between Jacor and The Bank of New
York for Jacor's Liquid Yield Option Notes Due 2018 (incorporated by
reference to Exhibit 4.21 of Jacor's Form S-3 Registration Statement
(Reg. No. 333-51489) filed on April 30, 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.
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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).
- -------------------------
* 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.
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 undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; provided, however, that notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Commission by Clear Channel pursuant to Section
13 or 15(d) of the Securities and Exchange Act of 1934 that are incorporated by
reference in this registration statement;
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering; and
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of 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.
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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
Post-effective Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Antonio, State of Texas, on May
4, 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 Post-effective Amendment No. 2, 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
Post-effective Amendment No. 2 has been signed below by the following persons
in the capacities and on the dates indicated below.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ L. LOWRY MAYS Chairman, Chief Executive May 4, 1999
- ----------------------------------- Officer and Director
L. Lowry Mays
/s/ RANDALL T. MAYS Senior Vice President, Chief Financial May 4, 1999
- ----------------------------------- Officer (Principal Financial Officer)
Randall T. Mays and Director
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief Accounting May 4, 1999
- ----------------------------------- Officer (Principal Accounting Officer)
Herbert W. Hill, Jr.
/s/ MARK P. MAYS President, Chief Operating Officer and May 4, 1999
- ----------------------------------- Director
Mark P. Mays
/s/ B.J. MCCOMBS Director May 4, 1999
- -----------------------------------
B.J. McCombs
/s/ ALAN D. FELD Director May 4, 1999
- -----------------------------------
Alan D. Feld
/s/ THEODORE H. STRAUSS Director May 4, 1999
- -----------------------------------
Theodore H. Strauss
/s/ JOHN H. WILLIAMS Director May 4, 1999
- -----------------------------------
John H. Williams
/s/ KARL ELLER Director May 4, 1999
- -----------------------------------
Karl Eller
</TABLE>
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<S> <C>
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).
4.7 Form of Regent Warrant Agreement between Jacor and KeyCorp Shareholder Services, Inc., as warrant agent
(incorporated by reference to Exhibit 2.2 to Jacor's Current Report on Form 8-K dated October 23,
1996).
4.8 Form of Citicasters Warrant Agreement dated as of September 18, 1996 between Jacor and KeyCorp
Shareholder Services, Inc., as warrant agent (incorporated by reference to Exhibit 4.1 to Jacor's
Current Report on Form 8-K dated October 3, 1996).
4.9 Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's Liquid Yield
Option Notes Due 2011 (incorporated by reference to Exhibit 4.23 to Jacor's Form S-4 Registration
Statement (Reg. No. 333-6639) filed on June 24, 1996).
4.10 Indenture dated as of February 9, 1998 between Jacor and The Bank of New York for Jacor's Liquid Yield
Option Notes Due 2018 (incorporated by reference to Exhibit 4.21 of Jacor's Form S-3 Registration
Statement (Reg. No. 333-51489) filed on April 30, 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.
</TABLE>
<PAGE> 25
<TABLE>
<S> <C>
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).
</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.
<PAGE> 1
EXHIBIT 5.1
OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1500 BANK OF AMERICA PLAZA
300 CONVENT STREET
SAN ANTONIO, TEXAS 78205
(210) 281-7000
May 4, 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. (the
"Company") in connection with the preparation for filing with the Securities and
Exchange Commission of a Post-effective Amendment No. 2 to Form S-4 (No.
333-72839) on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement relates to 12,618,285 shares of
the Company's Common Stock, par value $.10 per share (the "Common Stock"),
issuable upon the exercise or conversion of publicly tradable common stock
purchase warrants and Liquid Yield Option(TM) Notes (the "Jacor Securities") of
Jacor Communications, Inc. ("Jacor").
The law covered by the opinions expressed herein is limited solely to
the Federal laws of the United States and the laws of the State of Texas. This
firm is a registered limited liability partnership organized under the laws of
the State of Texas.
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
We have further assumed that:
(i) all applicable state and foreign securities laws will have
been complied with, as of any exercise or conversion date with
respect to the Jacor Securities;
(ii) the Common Stock issuable upon exercise or conversion of the
Jacor Securities will be validly authorized and available for
issuance (as of the date hereof, there are a sufficient number
of shares of Common Stock authorized, unissued and reserved to
cover the issuance of the maximum number of shares of Common
Stock that may be acquired upon exercise or conversion of the
Jacor Securities);
(iii) the Jacor Securities will be exercised or converted in
accordance with the terms thereof and any other applicable
documents;
<PAGE> 2
(iv) the shares of Common Stock issued upon exercise or conversion
of the Jacor Securities will be evidenced by appropriate
certificates properly executed and delivered; and
(v) on the date of exercise or conversion, the Jacor Securities
(and all documents related thereto) will be duly executed, as
applicable, authorized, issued and delivered; will constitute
the valid and binding obligations of the Company enforceable
in accordance with their respective terms.
Based upon the foregoing, we are of the opinion that the Common Stock
will, if, as, and when the Jacor Securities are exercised or converted, and upon
issuance and delivery of the Common Stock against payment of consideration
therefor in the manner contemplated by the terms of the Jacor Securities, be
validly issued, fully paid and non-assessable shares of Common Stock of the
Company.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
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 Post-effective Amendment No. 2 to Form S-4 on Form S-3 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.
/s/ ERNST & YOUNG LLP
- -----------------------------------
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 Post-effective
Amendment No. 2 to Form S-4 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.
/s/ KPMG
- -----------------------------------
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 Post-effective
Amendment No. 2 to Form S-4 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 prospectus.
/s/ KPMG LLP
- -----------------------------------
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 Post-effective Amendment No. 2 to Form S-4 on
Form S-3 of our reports dated March 14, 1997 and March 9, 1995 covering Eller
Media Corporation and Eller Investment Company, Inc., respectively, included in
Clear Channel Communications, Inc.'s Current Report on Form 8-K, filed April
17, 1997 and to all references to our firm.
/s/ ARTHUR ANDERSEN LLP
-------------------------------
ARTHUR ANDERSEN LLP
Phoenix, Arizona
May 3, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Post-effective Amendment No. 2 to Form S-4 of this 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.
/s/ PRICEWATERHOUSECOOPERS LLP
- -----------------------------------
PricewaterhouseCoopers LLP
Chicago, Illinois
May 3, 1999
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Post-effective Amendment No. 2 to Form S-4 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 and 23 February 1999. We also
consent to the reference to our firm under the heading "Experts" in this
Registration Statement.
/s/ PRICE WATERHOUSE
- -----------------------------------
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 Post-effective
Amendment No. 2 to Form S-4 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 incorporation by reference in this
Post-effective Amendment No. 2 to Form S-4 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."
/s/ PRICEWATERHOUSECOOPERS LLP
- -----------------------------------
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 this
Post-Effective Amendment No. 2 to Form S-4 (No. 333-72839) on 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.
/s/ PRICEWATERHOUSECOOPERS LLP
- -----------------------------------
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
May 4, 1999
