<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
CLEAR CHANNEL COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-1787539
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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200 CONCORD PLAZA, SUITE 600
SAN ANTONIO, TEXAS 78216
(210) 822-2828
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
L. LOWRY MAYS
CLEAR CHANNEL COMMUNICATIONS, INC.
200 CONCORD PLAZA, SUITE 600
SAN ANTONIO, TEXAS 78216
(210) 822-2828
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
COPIES TO:
<TABLE>
<S> <C>
STEPHEN C. MOUNT, ESQ. JOHN WHITE
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. CRAVATH, SWAIN & MOORE
1500 NATIONSBANK PLAZA, 300 CONVENT STREET WORLDWIDE PLAZA, 825 EIGHTH AVENUE
SAN ANTONIO, TEXAS 78205 NEW YORK, NEW YORK, 10019
(210) 270-0800 (212) 474-1000
(212) 474-3700 (FAX)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] 333-77979
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of each Class of Amount to be Price per Offering Registration
Securities to be Registered Registered Share Price(1) Fee(1)
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<S> <C> <C> <C> <C>
Common Stock. . . . . . . . . . 2,300,000 $66.50 $152,950,000 $42,250
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act, based on the high and
low sales prices of the Class A Common Stock quoted on the New York
Stock Exchange, Inc. on May 17, 1999.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by
Clear Channel Communications, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") (File No. 333-77979) pursuant to the
Securities Act of 1933, as amended, is incorporated by reference into this
Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 10. Exhibits.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-77979 are incorporated by reference into, and shall be deemed
part of, this Registration Statement, except the following which are filed
herewith:
5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
special counsel for Clear Channel, regarding the common
stock.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of KPMG.
23.3 -- Consent of KPMG LLP.
23.4 -- Consent of Arthur Andersen LLP.
23.5 -- Consent of PricewaterhouseCoopers LLP.
23.6 -- Consent of Price Waterhouse.
23.7 -- Consent of PricewaterhouseCoopers LLP.
23.8 -- Consent of PricewaterhouseCoopers LLP.
23.9 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in Exhibit 5.1)
II-1
<PAGE> 4
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 the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas on May 20, 1999.
CLEAR CHANNEL COMMUNICATIONS, INC.
BY /s/ L. LOWRY MAYS
-------------------------------------------
L. LOWRY MAYS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ L. LOWRY MAYS Chairman, Chief Executive Officer May 20, 1999
----------------------------------------- and Director
L. LOWRY MAYS
/s/ MARK P. MAYS* President, Chief Operating Officer May 20, 1999
--------------------------------------- and Director
MARK P. MAYS
/s/ RANDALL T. MAYS Executive Vice President/ Chief May 20, 1999
----------------------------------------- Financial Officer and Director
RANDALL T. MAYS (Principal Financial Officer)
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief May 20, 1999
----------------------------------------- Accounting Officer (Principal
HERBERT W. HILL, JR. Accounting Officer)
/s/ ALAN D. FELD* Director May 20, 1999
-----------------------------------------
ALAN D. FELD
/s/ B.J. McCOMBS* Director May 20, 1999
-----------------------------------------
B.J. McCOMBS
/s/ THEODORE H. STRAUSS* Director May 20, 1999
-----------------------------------------
THEODORE H. STRAUSS
/s/ JOHN H. WILLIAMS* Director May 20, 1999
-----------------------------------------
JOHN H. WILLIAMS
/s/ KARL ELLER* Director May 20, 1999
-----------------------------------------
KARL ELLER
*By: L. Lowry Mays,
Attorney-in-fact
Pursuant to a Power of Attorney previously filed.
</TABLE>
II-2
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
special counsel for Clear Channel, regarding the common
stock.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of KPMG.
23.3 -- Consent of KPMG LLP.
23.4 -- Consent of Arthur Andersen LLP.
23.5 -- Consent of PricewaterhouseCoopers LLP.
23.6 -- Consent of Price Waterhouse.
23.7 -- Consent of PricewaterhouseCoopers LLP.
23.8 -- Consent of PricewaterhouseCoopers LLP.
23.9 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in Exhibit 5.1)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1500 NATIONSBANK PLAZA
300 CONVENT STREET
SAN ANTONIO, TEXAS 78205
(210) 270-0800
May 20, 1999
Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Ladies and Gentlemen:
We have acted as counsel to Clear Channel Communications, Inc., a Texas
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of 2,300,000 shares of the Company's Common Stock, $.10 par
value (the "Common Stock"), by the Company.
We have also acted as counsel to the Company in connection with the
preparation of a Registration Statement on Form S-3 (File No. 333-77979) (as
amended, the "Original Registration Statement"), relating to the offer and sale
of up to 20,700,000 shares of the Common Stock.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions expressed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based upon such examination and representations, we advise you that, in
our opinion:
A. The shares of Common Stock which are to be sold and delivered
by the Company as contemplated by the Underwriting Agreement (the "Underwriting
Agreement"), the form of which is filed as Exhibit 1 to the Original
Registration Statement, have been duly and validly authorized by the Company
and, when issued and delivered in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid, and non-assessable.
B. The shares of Common Stock which are to be sold and delivered
by the Selling Shareholder as contemplated by the Underwriting Agreement have
been duly and validly authorized and issued by the Company and, when delivered
in accordance with the terms of the Underwriting Agreement, will be fully paid,
and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference of this firm under the caption
"Legal Opinions" in the Prospectus included as part of the Original Registration
Statement and incorporated by reference in 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 Registration Statement on Form S-3 and related Prospectus of Clear Channel
Communications, Inc. and to the incorporation by reference therein of our
reports dated February 19, 1999, with respect to the consolidated financial
statements and financial statement schedule of Clear Channel Communications,
Inc. included in its Annual Report on Form 10-K for the year ended December 31,
1998 filed with the Securities and Exchange Commission.
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ERNST & YOUNG LLP
May 20, 1999
San Antonio, Texas
<PAGE> 1
EXHIBIT 23.2
Board of Directors
Clear Channel Communications, Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of Clear Channel Communications, Inc. of our report dated
March 4, 1997 (not separately presented in the Company's Annual Report on Form
10-K for the year ended December 31, 1998), relating to the 1996 consolidated
financial statements of Australian Radio Network Pty Limited and its controlled
entities, which report appears in the Annual Report of Clear Channel
Communications, Inc. on Form 10-K for the year ended December 31, 1996, and to
the reference to our firm under the heading "Experts" in the prospectus.
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KPMG
Sydney, Australia
May 20, 1999
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Clear Channel Communications, Inc.:
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report on the consolidated financial statements of
Heftel Broadcasting Corporation and subsidiaries as of and for the years ended
December 31, 1998 and 1997, which report is included in the Annual Report on
Form 10-K of Clear Channel Communications, Inc. for the year ended December 31,
1998 and to the reference to our firm under the heading "Experts" in the
Registration Statement.
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KPMG LLP
Dallas, Texas
May 20, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
reports dated March 14, 1997 and March 9, 1995 covering Eller Media Corporation
and Eller Media Investment Company, Inc., respectively, included in Clear
Channel Communications, Inc.'s Current Report on Form 8-K, filed April 17, 1997
and to all references to our firm.
--------------------------------
ARTHUR ANDERSEN LLP
Phoenix, Arizona
May 20, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Clear Channel
Communications, Inc. of our report dated March 6, 1998, relating to the
consolidated financial statements of Universal Outdoor Holdings, Inc., which
appears in the Current Report on Form 8-K of Clear Channel Communications, Inc.
dated March 12, 1998, as amended by Form 8-K/A filed on March 23, 1998 and Form
8-K/A filed on February 23, 1999. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
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PricewaterhouseCoopers LLP
Chicago, Illinois
May 20, 1999
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of Clear Channel Communications, Inc. of our
report dated 5 March 1998 (except as to the information presented in Note 29 for
which the date is 13 August 1998), relating to the consolidated financial
statements of More Group Plc as of and for the year ended 31 December 1997. Such
consolidated financial statements appear in the Current Report on Form 8-K/A
dated 4 September 1998, as amended by the Current Reports on Form 8-K/A filed on
14 January 1999 and 23 February 1999. We also consent to the reference to our
firm under the heading "Experts" in this Registration Statement.
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Price Waterhouse
Chartered Accountants and Registered Auditors
London, England
20 May 1999
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement filed pursuant to Rule 462(b) on Form S-3 of Clear Channel
Communications, Inc. of our report dated February 12, 1999, on our audits of the
consolidated financial statements of Jacor Communications, Inc. and Subsidiaries
as of December 31, 1998 and 1997, and for each of the three years in the period
ended December 31, 1998. We also consent to the reference to our firm under the
caption "Experts."
We also consent to the incorporation by reference in this Registration
Statement filed pursuant to Rule 462(b) on Form S-3 of Clear Channel
Communications, Inc. of our report dated February 11, 1998, on our audits of the
consolidated financial statements of Jacor Communications, Inc. and Subsidiaries
as of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997. We also consent to the reference to our firm under the
caption "Experts."
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PricewaterhouseCoopers LLP
Cincinnati, Ohio
May 20, 1999
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Clear Channel
Communications, Inc. of our report dated November 3, 1997 relating to the
financial statements of Paxson Radio (a division of Paxson Communications
Corporation) included in Clear Channel Communications, Inc.'s Current Report on
Form 8-K dated December 22, 1997, as amended by Form 8-K/A filed on February 23,
1999. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
- --------------------------------
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
May 20, 1999
