CLEAR CHANNEL COMMUNICATIONS INC
S-8, 2000-02-18
ADVERTISING
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<PAGE>   1
As filed with the Securities and Exchange Commission on February 18, 2000
                                                Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ---------------

                                   FORM S-8
                            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 or organization)                 identification number)


                         200 Concord Plaza, Suite 600
                           San Antonio, Texas 78216
         (Address, including zip code, of principal executive offices)

                                ---------------

                      Clear Channel Communications, Inc.
                       2000 Employee Stock Purchase Plan
                           (Full title of the Plans)

                                ---------------

                                 L. Lowry Mays
                         200 Concord Plaza, Suite 600
                           San Antonio, Texas 78216
                                (210) 822-2828
(Name, address and telephone number, including area code, of agent for service)

                                ---------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
<S>                                             <C>              <C>          <C>             <C>
                                                                  PROPOSED
                                                                  MAXIMUM       PROPOSED
    TITLE OF                                    AMOUNT            OFFERING      MAXIMUM         AMOUNT OF
  SECURITIES                                    TO BE            PRICE PER      AGGREGATE      REGISTRATION
TO BE REGISTERED                              REGISTERED           SHARE      OFFERING PRICE        FEE
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per share   3,000,000 shares (1)    $81.75(2)    $245,250,000(2)   $64,746
===========================================================================================================
</TABLE>
(1) Issuable under the Clear Channel Communications, Inc. 2000 Employee Stock
    Purchase Plan.
(2) Pursuant to Rule 457(c), the offering price and registration fee are
    computed  on the basis of the average of the high and low prices of the
    Common Stock, as reported by the New York Stock Exchange on February 17,
    2000.

<PAGE>   2

                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents are incorporated by reference in this
Registration Statement:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
   December 31, 1998.

2. The Company's Quarterly Report on Form 10-Q for the three months ended
   March 31, 1999.

3. The Company's Quarterly Report on Form 10-Q for the three months ended
   June 30, 1999.

4. The Company's Quarterly Report on Form 10-Q for the three months ended
   September 30, 1999.

5. The Company's Current Report on Form 8-K filed November 19, 1999.

6. The Company's Current Report on Form 8-K filed October 5, 1999.

7. The Company's Current Report on Form 8-K filed June 23, 1999, as amended by
   Form 8-K/A filed August 18, 1999.

8. The Company's Current Report on Form 8-K filed May 7, 1999.

9. The Company's 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.

10. The Company's Current Report on Form 8-K filed July 10, 1998, as amended by
    Form 8-K/A filed September 4, 1998 and Form 8-K/A filed January 14, 1999 and
    Form 8-K/A filed February 23, 1999.

11. The Company's Current Report on Form 8-K filed March 12, 1998, as amended
    by Form 8-K/A filed March 23, 1998 and Form 8-K/A filed February 23, 1999.

12. The Company's Current Report on Form 8-K filed December 22, 1997, as
    amended by Form 8-K/A filed February 23, 1999.

13. The Company's Registration Statement on Form 8-A filed with the SEC on
    October 19, 1994, which contains a description of the terms of our common
    stock, as well as any amendment or report filed later for the purpose of
    updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates
has been sold or that deregisters all Common Stock to which this Registration
Statement relates then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such reports and documents.


                                     II-1

<PAGE>   3

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 owns approximately 145,360 shares of Common Stock (including
presently exercisable nonqualified options to acquire approximately 118,500
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 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 , L. Lowry Mays, B. J.
      McCombs, John M. Schaefer, and John W. Barger, dated May 31, 1977.
      (Incorporated by reference to


                                     II-2

<PAGE>   4

      the exhibits of 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   Credit Agreement by and among Clear Channel, Bank of America, N.A. as
      administrative agent, BankBoston, N.A. as documentation agent, the Bank of
      Montreal and Chase Manhattan Bank, as co-syndication agents, and certain
      other lenders dated August 11, 1999 (incorporated by reference to the
      exhibits to Clear Channel's Quarterly Report on Form 10-Q for the quarter
      ended June 30, 1999).

4.4   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).

4.5   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 exhibit 4.4 of Clear
      Channel's Quarterly Report on Form 10-Q for the quarter ended
      March 31, 1998).

4.6   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 of Clear
      Channel's Current Report on Form 8-K dated August 27, 1998).

4.7   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 of Clear Channel'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 Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in opinion
      filed as Exhibit 5).

23.2  Consent of Ernst & Young, LLP.

23.3  Consent of KPMG.


                                     II-3

<PAGE>   5
23.4  Consent of KPMG LLP.

23.5  Consent of PricewaterhouseCoopers LLP.

23.6  Consent of Price Waterhouse Chartered Accountants and Registered Auditors.

23.7  Consent of PricewaterhouseCoopers LLP.

23.8  Consent of PricewaterhouseCoopers LLP.

23.9  Consent of PricewaterhouseCoopers LLP.

23.10 Consent of KPMG LLP.

23.11 Consent of PricewaterhouseCoopers LLP.

24    Power of Attorney for Clear Channel  (included on Signature Page).

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;

                        (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.


                                     II-4

<PAGE>   6

                (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.


                                     II-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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on February 17,
2000.
                                        CLEAR CHANNEL COMMUNICATIONS, INC.

                                        By: /s/ L. LOWRY MAYS
                                            --------------------------
                                            L. Lowry Mays
                                            Chief Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Clear Channel Communications, Inc., hereby constitute and
appoint L. Lowry Mays, Mark P. Mays, Randall T. Mays and Herbert W. Hill, Jr.,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and his name place and stead,
in any and all capacities, to execute any and all amendments (including
post-effective amendments) to this Registration Statement, 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
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.

       NAME                            TITLE                       DATE
       ----                            -----                       ----

/s/ L. LOWRY MAYS                  Chief Executive          February 17, 2000
- -------------------------        Officer and Director
L. Lowry Mays


/s/ RANDALL T. MAYS        Executive Vice President/Chief   February 17, 2000
- -------------------------   Financial Officer (Principal
Randall T. Mays            Financial Officer) and Director


/s/ HERBERT W. HILL, JR.    Senior Vice President/Chief     February 17, 2000
- -------------------------  Accounting Officer (Principal
Herbert W. Hill, Jr.            Accounting Officer)


/s/ MARK P. MAYS           President, Chief Operating       February 17, 2000
- -------------------------     Officer and Director
Mark P. Mays


/s/ B. J. MCCOMBS                   Director                February 17, 2000
- -------------------------
B.J. McCombs


/s/ ALAN D. FELD                    Director                February 17, 2000
- -------------------------
Alan D. Feld


/s/ THEORDORE H. STRAUSS            Director                February 17, 2000
- -------------------------
Theodore H. Strauss


/s/ JOHN H. WILLIAMS                Director                February 17, 2000
- -------------------------
John H. Williams

                                     II-6

<PAGE>   8

/s/ KARL ELLER                      Director                February 17, 2000
- -------------------------
Karl Eller


                                     II-7

<PAGE>   9
                                   EXHIBITS
                               INDEX TO EXHIBITS


Exhibit No.                      Exhibit
- -----------                      -------

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 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    Credit Agreement by and among Clear Channel, Bank of America, N.A. as
       administrative agent, BankBoston, N.A. as documentation agent, the Bank
       of Montreal and Chase Manhattan Bank, as co-syndication agents, and
       certain other lenders dated August 11, 1999 (incorporated by reference
       to the exhibits to Clear Channel's Quarterly Report on Form 10-Q for the
       quarter ended June 30, 1999).

4.4    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).

4.5    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 exhibit 4.4 of Clear
       Channel's Quarterly Report on Form 10-Q for the quarter ended
       March 31, 1998).

4.6    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 of Clear
       Channel's Current Report on Form 8-K dated August 27, 1998).

4.7    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 of Clear
       Channel'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 Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
       opinion filed as Exhibit 5).

<PAGE>   10

23.2   Consent of Ernst & Young, LLP.

23.3   Consent of KPMG.

23.4   Consent of KPMG LLP.

23.5   Consent of PricewaterhouseCoopers LLP.

23.6   Consent of Price Waterhouse Chartered Accountants and Registered
       Auditors.

23.7   Consent of PricewaterhouseCoopers LLP

23.8   Consent of PricewaterhouseCoopers LLP.

23.9   Consent of PricewaterhouseCoopers LLP.

23.10  Consent of KPMG LLP.

23.11  Consent of PricewaterhouseCoopers LLP.

24     Power of Attorney for Clear Channel  (included on Signature Page).


<PAGE>   1

                                                                     EXHIBIT 5

              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

                               February 18, 2000

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. (the
"Company") in connection with the preparation for filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to 3,000,000 shares of the Company's Common
Stock, par value $.10 per share (the "Common Stock"), issuable pursuant to the
Clear Channel Communications, Inc. 2000 Employee Stock Purchase Plan (the
"Plan").

        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 date with respect to the Plan;

(ii)   the Common Stock issuable pursuant to the Plan 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 Plan);

(iii)  the Common Stock issuable pursuant to the Plan will be issued in
       accordance with the terms of the Plan and any other applicable documents;

(iv)   the shares of Common Stock issued pursuant to the Plan will be evidenced
       by appropriate certificates properly executed and delivered; and

(v)    on the date of issuance, the Common Stock issued pursuant to the Plan
       (and all documents related thereto) will be duly executed, as applicable,
       authorized, issued and delivered; and will

<PAGE>   2

       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 issued pursuant to the Plan against payment therefor in
the manner contemplated by the Plan, 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 23.2

                         CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated February 18, 2000 of Clear Channel Communications, Inc. of our
reports dated February 19, 1999, with respect to the consolidated financial
statements and 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

February 17, 2000
San Antonio, Texas


<PAGE>   1

                                                                  EXHIBIT 23.3

Board of Directors
Clear Channel Communications, Inc.

We consent to the incorporation by reference in the Registration Statement 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
February 16, 2000


<PAGE>   1

                                                                  EXHIBIT 23.4

                         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-8 of our report on the consolidated financial statements of Hispanic
Broadcasting Corporation (formerly 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
February 17, 2000


<PAGE>   1

                                                                  EXHIBIT 23.5

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in 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
February 17, 2000


<PAGE>   1

                                                                  EXHIBIT 23.6

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement 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 4
September 1998, as amended by the Current Reports on Form 8-K/A filed on 14
January 1999 and 23 February 1999.


/s/ PRICE WATERHOUSE
- ---------------------------------------------
Price Waterhouse
Chartered Accountants and Registered Auditors
London, England

17 February 2000


<PAGE>   1

                                                                  EXHIBIT 23.7

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement 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 Registration
Statement 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
February 17, 2000


<PAGE>   1

                                                                  EXHIBIT 23.8

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated November 3, 1997 relating to the
financial statements of Paxson Radio (a division of Paxson Communications
Corporation) which appears 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
Fort Lauderdale, Florida
February 17, 2000


<PAGE>   1

                                                                  EXHIBIT 23.9

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Clear Channel Communications, Inc. of our report dated
February 10, 1999, except as to Note 16, which is as of March 15, 1999,
relating to the consolidated financial statements of AMFM Inc. (formerly
Chancellor Media Corporation) and subsidiaries which is included in the Current
Report on Form 8-K of Clear Channel Communications, Inc. dated November 18,
1999.


/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
February 17, 2000


<PAGE>   1

                                                                 EXHIBIT 23.10

                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors
AMFM Inc.:

We consent to incorporation by reference in the Registration Statement on Form
S-8 of Clear Channel Communications, Inc. of our report dated January 31, 1997,
related to the consolidated statements of operations, stockholders' equity and
cash flows of AMFM Inc. (formerly Chancellor Media Corporation) and
subsidiaries for the year ended December 31, 1996, which report appears in this
Current Report on Form 8-K of Clear Channel Communications, Inc.



/s/ KPMG LLP
- -----------------
KPMG LLP
Dallas, Texas
February 17, 2000


<PAGE>   1

EXHIBIT 23.11


CONSENT OF INDEPENDENT ACCOUNTS

We hereby consent to the incorporation by reference in this Registration
Statements on Form S-8 of Clear Channel Communications, Inc. of our report
dated February 26, 1999, except as to Note 3, which is as of March 15, 1999,
relating to the consolidated financial statements of Capstar Broadcasting
Corporation and subsidiaries which is included in the Current Report on Form
8-K of Clear Channel Communications, Inc. dated November 18, 1999.



/s/ PRICEWATERHOUSECOOPERS LLP
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PricewaterhouseCoopers LLP
Austin, Texas
February 17, 2000







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