<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1999
REGISTRATION NO. 333-72839
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 ON
FORM S-8*
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 74-1787539
(State or other jurisdiction of incorporation (I.R.S. employer identification number)
or organization)
---------------
200 CONCORD PLAZA, SUITE 600 L. LOWRY MAYS
SAN ANTONIO, TEXAS 78216 200 CONCORD PLAZA, SUITE 600
(Address, including zip code, of principal SAN ANTONIO, TEXAS 78216
executive offices) (210) 822-2828
(Name, address and telephone number, including
area code, of agent for service)
</TABLE>
---------------
STOCK OPTION AND STOCK APPRECIATION RIGHTS AGREEMENTS WITH CERTAIN
EXISTING AND FORMER DIRECTORS, OFFICERS, EMPLOYEES AND CONSULTANTS
OF JACOR COMMUNICATIONS, INC.
(Full title of the Plans)
---------------
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)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================ ======================= ============== ================== ==============
PROPOSED PROPOSED MAXIMUM
TITLE OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE OFFERING OFFERING PRICE REGISTRATION
TO BE REGISTERED REGISTERED (1) PRICE PER FEE
SHARE
============================================ ======================= ============== ================== ==============
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 3,665,873 shares (2) (3) (3) (3)
============================================ ======================= ============== ================== ==============
</TABLE>
(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, 3,665,873 shares of Common Stock
reserved for issuance pursuant to certain option agreements 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-8 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, the Company assumed each unexpired
and unexercised outstanding stock option to purchase Jacor Common Stock (each a
"Jacor Option") issued pursuant to the Jacor 1993 Stock Option Plan, the Jacor
1997 Long-Term Incentive Stock Plan, the Jacor 1997 Non-Employee Directors
Stock Plan and the Jacor Non-Qualified Stock Option Agreements with John W.
Alexander, Rod F. Dammeyer, F. Philip Handy, Marc Lasry, David Rosen and Sheli
Z. Rosenberg and each unexpired and unexercised outstanding stock appreciation
right to acquire Jacor Common Stock (each a "Jacor SAR") issued pursuant to the
Jacor 1997 Long-Term Incentive Stock Plan. Therefore, each Jacor Option and
Jacor SAR was automatically converted into an option to purchase or acquire
that number of shares of Common Stock equal to the number of shares of Jacor
Common Stock that could have been purchased or acquired under such Jacor Option
and Jacor SAR multiplied by 1.1573151 (the "Exchange Ratio"), at a price per
share of Common Stock equal to the exercise price determined pursuant to such
Jacor Option and Jacor SAR divided by the Exchange Ratio.
The Registrant hereby amends its registration statement of Form S-4
(No. 333-72839) (the "Form S-4") by filing this Post-effective Amendment No. 1
thereto on Form S-8 ("Post-effective Amendment No. 1") relating to up to
3,665,873 shares of Common Stock issuable pursuant to certain Jacor Options and
Jacor SARs assumed by the Company in the Merger. All such shares of Common
Stock were previously registered on the Form S-4, and are being transferred to
this Form S-8.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to option holders as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). These documents
and the documents incorporated herein by reference pursuant to Item 3 of Part
II of this Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act (the
"Prospectus").
1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
2. Current Report on Form 8-K/A 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.
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.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this registration statement and prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Alan D. Feld, the sole shareholder of a professional corporation which
is a partner of Akin, Gump, Strauss, Hauer & Feld, L.L.P., is a director of the
Registrant and, as of April 8, 1999, owned approximately 131,000 shares of
Common Stock, including presently exercisable options to acquire approximately
114,500 shares).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances. In
addition, the Texas Miscellaneous Corporation Law provides that a corporation
may amend its Articles of Incorporation to provide that no director shall be
liable to the registrant or its shareholders for monetary damages for an act or
omission in the director's capacity
2
<PAGE> 4
as a director, provided that the liability of a director is not eliminated or
limited (i) for any breach of the director's duty of loyalty to the registrant
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (iii) any
transaction from which such director derived an improper personal benefit, or
(iv) an act or omission for which the liability of a director is expressly
provided by an applicable statute. The registrant has amended its Articles of
Incorporation and added Article Eleven adopting such limitations on a
director's liability. The registrant's Articles of Incorporation also provide
in Article Nine, for indemnification of directors or officers in connection
with the defense or settlement of suits brought against them in their
capacities as directors or officers of the Company, except in respect of
liabilities arising from gross negligence or willful misconduct in the
performance of their duties.
Article IX(8) of the registrant's bylaws provides for indemnification
of any person made a party to a proceeding by reason of such person's status as
a director, officer, employee, partner or trustee of the Company, except in
respect of liabilities arising from negligence or misconduct in the performance
of their duties.
An insurance policy obtained by the registrant provides for
indemnification of officers and directors of the registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
4.1 Buy-Sell Agreement by and between Clear Channel
Communications, Inc., L. Lowry Mays, B. J. McCombs, John M.
Schaefer, and John W. Barger, dated May 31, 1977.
(Incorporated by reference to the exhibits of the Company's
Registration Statement on Form S-1 (Reg. No. 33-289161) dated
April 19, 1984).
4.2 Third Amended and Restated Credit Agreement by and among
Clear Channel Communications, Inc., NationsBank of Texas,
N.A., as administrative lender, the First National Bank of
Boston, as documentation agent, the Bank of Montreal and
Toronto Dominion (Texas), Inc., as co-syndication agents, and
certain other lenders dated April 10, 1997. (Incorporated by
reference to the exhibits of the Company's Amendment No. 1 to
the Registration Statement on Form S-3 (Reg. No. 333-25497)
dated May 9, 1997).
4.3 Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York as
Trustee (incorporated by reference to exhibit 4.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997).
4.4 First Supplemental Indenture dated March 30, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York as Trustee
(incorporated by reference to exhibit 4.4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).
3
<PAGE> 5
4.5 Second Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to the exhibits to the Company'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
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to the exhibits to the Company's
Current Report on Form 8-K dated August 27, 1998).
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of KPMG.
23.3* Consent of KPMG 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).
24* Power of Attorney (included on signature page of this
Registration Statement).
*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.
4
<PAGE> 6
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 a prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-effective Amendment No. 1 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. 1, and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 1 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
- ------------------------------- Chief Executive May 4, 1999
L. Lowry Mays Officer and Director
/s/ RANDALL T. MAYS
- ------------------------------- Senior Vice President/Chief Financial May 4, 1999
Randall T. Mays Officer (Principal Financial Officer) and
Director
/s/ HERBERT W. HILL, JR.
- ------------------------------- Senior Vice President/Chief Accounting May 4, 1999
Herbert W. Hill, Jr. Officer (Principal Accounting Officer)
/s/ MARK P. MAYS
- ------------------------------- President, Chief Operating Officer and May 4, 1999
Mark P. Mays Director
/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> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibits
- ----------- --------
<S> <C>
4.1 Buy-Sell Agreement by and between Clear Channel
Communications, Inc., L. Lowry Mays, B. J. McCombs, John M.
Schaefer, and John W. Barger, dated May 31, 1977.
(Incorporated by reference to the exhibits of the Company's
Registration Statement on Form S-1 (Reg. No. 33-289161) dated
April 19, 1984).
4.2 Third Amended and Restated Credit Agreement by and among
Clear Channel Communications, Inc., NationsBank of Texas,
N.A., as administrative lender, the First National Bank of
Boston, as documentation agent, the Bank of Montreal and
Toronto Dominion (Texas), Inc., as co-syndication agents, and
certain other lenders dated April 10, 1997. (Incorporated by
reference to the exhibits of the Company's Amendment No. 1 to
the Registration Statement on Form S-3 (Reg. No. 333-25497)
dated May 9, 1997).
4.3 Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York as
Trustee (incorporated by reference to exhibit 4.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997).
4.4 First Supplemental Indenture dated March 30, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York as Trustee
(incorporated by reference to exhibit 4.4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).
4.5 Second Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to the exhibits to the Company'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
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to the exhibits to the Company's
Current Report on Form 8-K dated August 27, 1998).
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of KPMG.
23.3* Consent of KPMG 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).
24* Power of Attorney (included on signature page of this
Registration Statement).
</TABLE>
*Filed herewith.
<PAGE> 1
EXHIBIT 5
OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1500 NATIONSBANK 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. 1 to Form S-4 (No.
333-72839) on Form S-8 (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement relates to 3,665,873 shares of
the Company's Common Stock, par value $.10 per share (the "Common Stock"),
issuable upon exercise of options currently outstanding under certain option
agreements (the "Option Agreements") with employees 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 option exercise date with
respect to the Option Agreements;
(ii) the Common Stock issuable upon exercise of the options granted
pursuant to the Option Agreements will be validly authorized
and available for issuance (as of the date hereof, there are a
sufficient number of shares of Common Stock authorized,
unissued and reserved to cover the issuance of the maximum
number of shares of Common Stock currently provided for under
the Option Agreements);
(iii) the options granted pursuant to the Option Agreements will be
exercised in accordance with the terms of the Option
Agreements and any other applicable documents;
<PAGE> 2
(iv) the shares of Common Stock issued upon exercise of the Option
Agreements will be evidenced by appropriate certificates
properly executed and delivered; and
(v) on the date of exercise, the options granted pursuant to the
Option Agreements (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 options granted pursuant to the Option Agreements are
exercised, and upon issuance and delivery of the Common Stock against payment
therefor in the manner contemplated by the Option Agreements, be validly issued,
fully paid and non-assessable shares of Common Stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Post-effective
Amendment No. 1 to Form S-4 on Form S-8 of Clear Channel Communications, Inc.
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. 1 to Form S-4 on Form S-8 of Clear Channel Communications, Inc. of
our report dated March 4, 1997 (not separately presented in the Company's Annual
Report on Form 10-K for the year ended December 31, 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.
/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. 1 to Form S-4 on Form S-8 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.
/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 this Post-Effective Amendment No. 1 to Form S-4
on Form S-8 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.
/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. 1 to Form S-4 of this Registration Statement on
Form S-8 of Clear Channel Communications, Inc. of our report dated March 6,
1998, relating to the consolidated financial statements of Universal Outdoor
Holdings, Inc., which appears in the Current Report on Form 8-K of Clear
Channel Communications, Inc. dated March 12, 1998, as amended by Form 8-K/A
filed on March 23, 1998, and Form 8-K/A filed on February 23, 1999.
/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 this
Post-Effective Amendment No. 1 to Form S-4 on Form S-8 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 of September 1998, as amended by the
Current Reports on Form 8-K/A filed on 14 January and 23 February 1999.
/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. 1 to Form S-4 on Form S-8 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. 1 to Form S-4 on Form S-8 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
/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. 1 to Form S-4 (No. 333-72839) on this Registration
Statement on Form S-8 of Clear Channel Communications, Inc. of our report dated
November 3, 1997 relating to the financial statements of Paxson Radio (a
division of Paxson Communications Corporation) included in Clear Channel
Communications, Inc.'s Current Report on Form 8-K dated December 22, 1997, as
amended by Form 8-K/A filed on February 23, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
- ---------------------------------------
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
May 4, 1999
