<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 4, 2000
(August 1, 2000)
Clear Channel Communications, Inc.
(Exact name of registrant as specified in its charter)
Texas
(State of Incorporation)
1-9645 74-1787536
(Commission File Number) (I.R.S. Employer Identification No.)
200 East Basse Road
San Antonio, Texas 78209
(210) 822-2828
(Address and telephone number of principal executive offices)
<PAGE> 2
Clear Channel Communications, Inc.
Form 8-K
Item 2.(a) Acquisition or Disposition of Assets.
On August 1, 2000, Clear Channel Communications, Inc., (the "Company" or
"Registrant"), a Texas corporation, and SFX Entertainment, Inc., a Delaware
corporation ("SFX"), consummated a merger (the "Merger") whereby CCU II Merger
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company
("Sub"), was merged with and into SFX pursuant to the Agreement and Plan of
merger (the "Merger Agreement"), dated February 29, 2000, as amended. As a
result of the Merger, SFX has become a wholly-owned subsidiary of the Company.
The Merger was a tax-free, stock-for-stock transaction.
Pursuant to the terms and conditions set forth in the Merger Agreement, SFX
Class A shareholders received 0.6 shares of Clear Channel Communications, Inc.
common stock for each SFX share and SFX Class B shareholders received one share
of Clear Channel Communications, Inc. common stock for each SFX share. The
Company will issue an aggregate of approximately 40.9 million shares of Clear
Channel Common Stock in exchange for shares of SFX Class A and Class B common
stock.
Item 2.(b)
SFX is a diversified promoter, producer and venue operator for live
entertainment events and is a fully integrated sports marketing and management
company. SFX's operations include approximately 120 domestic venues including 16
amphitheaters and 28 international venues principally in the United Kingdom.
Item 7.(a) Financial Statements of Businesses Acquired.
The consolidated audited balance sheet of SFX as of December 31, 1999 and the
consolidated statements of income and cash flows of SFX for the fiscal year
ended December 31, 1999 and for the three months ended March 31, 2000 have been
filed with the Securities and Exchange Commission (the "SEC") as part of the
Company's Current Report on Form 8-K, dated June 14, 2000 and are incorporated
herein by reference.
<PAGE> 3
Item 7. (b) Pro Forma Financial Information.
UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed consolidated financial
statements give effect to the Merger. For accounting purposes, The Company will
account for the Merger as a purchase of SFX; accordingly, the net assets of SFX
have been adjusted to their estimated fair values based upon a preliminary
purchase price allocation.
The unaudited pro forma combined condensed consolidated balance sheet at
March 31, 2000 gives effect to the Merger as if it occurred on March 31, 2000.
The unaudited pro forma combined condensed consolidated statements of operations
for the year ended December 31, 1999 and for the three months ended March 31,
2000 give effect to the Merger as if it had occurred on January 1, 1999.
The unaudited pro forma combined condensed consolidated balance sheet was
prepared based upon the historical balance sheets of the Company and SFX. The
unaudited pro forma combined condensed consolidated statements of operations for
year ended December 31, 1999 and for the three months ended March 31, 2000 was
prepared based upon the historical statement of operations of the Company,
adjusted to reflect the merger with Jacor Communications, Inc. as if such merger
had occurred on January 1, 1999 ("Clear Channel Pro Forma") and the historical
statement of operations of SFX.
Certain amounts in the SFX historical financial statements have been
reclassified to conform to the Company's presentation. The unaudited pro forma
combined condensed consolidated financial statements exclude the effect of
certain acquisitions of Clear Channel and SFX as these transactions were
insignificant, individually and in the aggregate, to the financial position or
results of operations of each company.
The unaudited pro forma combined condensed consolidated financial
statements should be read in conjunction with the historical financial
statements of the Company and SFX.
The unaudited pro forma combined condensed consolidated financial
statements are not necessarily indicative of the actual results of operations or
financial position that would have occurred had the Merger occurred on the dates
indicated nor are they necessarily indicative of future operating results or
financial position.
<PAGE> 4
CLEAR CHANNEL AND SFX
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
AT MARCH 31, 2000
ASSETS
<TABLE>
<CAPTION>
CLEAR CHANNEL
MERGER AND SFX
CLEAR CHANNEL SFX PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS(A) MERGER
------------- ---------- -------------- -------------
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents.......... $ 320,129 $ 276,142 $ (70,000) $ 526,271
Accounts receivable, net........... 712,375 112,683 -- 825,058
Other current assets............... 140,277 129,357 -- 269,634
----------- ---------- ---------- -----------
Total Current Assets......... 1,172,781 518,182 (70,000) 1,620,963
Property, plant & equipment, net..... 2,595,254 688,738 -- 3,283,992
Intangible assets, net............... 12,067,774 1,601,329 2,278,340 15,947,443
Other assets:
Restricted cash.................... 136 -- -- 136
Notes receivable................... 53,675 14,055 -- 67,730
Equity investments in, and advances
to, nonconsolidated affiliates... 380,933 100,527 (21,341) 460,119
Other assets....................... 298,114 87,050 -- 385,164
Other investments.................. 953,964 -- (122,437) 831,527
----------- ---------- ---------- -----------
TOTAL ASSETS................. $17,522,631 $3,009,881 $2,064,562 $22,597,074
=========== ========== ========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses
and other current liabilities.... $ 642,588 $ 458,542 $ -- $ 1,101,130
Current portion of long-term
debt............................. 42,235 14,480 -- 56,715
----------- ---------- ---------- -----------
Total Current Liabilities.... 684,823 473,022 -- 1,157,845
Long-term debt....................... 4,698,997 1,418,088 42,438 6,159,523
Liquid yield options notes........... 492,309 -- -- 492,309
Deferred income taxes................ 1,349,217 27,817 (13,145) 1,363,889
Other long-term liabilities.......... 139,375 28,052 -- 167,427
Minority interest.................... 17,275 9,506 -- 26,781
Temporary equity..................... -- 17,026 -- 17,026
Shareholders' Equity:
Common stock....................... 33,890 664 3,237 37,791
Additional paid-in capital......... 9,227,641 1,295,718 1,796,431 12,319,790
Common stock warrants.............. 250,587 -- -- 250,587
Retained earnings (accumulated
deficit)......................... 256,731 (253,280) 253,280 256,731
Other comprehensive income......... 370,416 -- (24,411) 346,005
Other.............................. 2,304 (2,857) 2,857 2,304
Cost of shares held in treasury.... (934) (3,875) 3,875 (934)
----------- ---------- ---------- -----------
Total Shareholders' Equity... 10,140,635 1,036,370 2,035,269 13,212,274
----------- ---------- ---------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY....... $17,522,631 $3,009,881 $2,064,562 $22,597,074
=========== ========== ========== ===========
</TABLE>
<PAGE> 5
CLEAR CHANNEL AND SFX
UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
CLEAR CHANNEL
PRO FORMA AND SFX
CLEAR CHANNEL SFX MERGER PRO FORMA
PRO FORMA HISTORICAL ADJUSTMENTS(B) MERGER
------------- ---------- -------------- -------------
<S> <C> <C> <C> <C>
Net revenue...................... $2,949,807 $1,684,355 $ (8,340) $4,625,822
Operating expenses............... 1,824,192 1,478,813 9,264 3,312,269
Depreciation and amortization.... 817,060 142,583 80,104 1,039,747
Noncash compensation expense..... -- 7,250 -- 7,250
Merger and nonrecurring costs.... -- -- -- --
Corporate expenses............... 77,519 18,524 -- 96,043
---------- ---------- -------- ----------
Operating income (loss).......... 231,036 37,185 (97,708) 170,513
Interest expense................. 232,979 100,825 (5,664) 328,140
Gain on disposition of assets.... 1,734 760 -- 2,494
Gain on disposition of
representation contracts....... -- -- -- --
Other income -- net.............. 20,046 6,577 -- 26,623
---------- ---------- -------- ----------
Income (loss) before income
taxes, equity in earnings
(loss) of nonconsolidated
affiliates and extraordinary
item........................... 19,837 (56,303) (92,044) (128,510)
Income tax (expense) benefit..... (85,393) (1,597) (2,266) (89,256)
---------- ---------- -------- ----------
Income (loss) before equity in
earnings (loss) of
nonconsolidated affiliates and
extraordinary item............. (65,556) (57,900) (94,310) (217,766)
Equity in earnings (loss) of
nonconsolidated affiliates..... 16,077 -- 4,903 20,980
---------- ---------- -------- ----------
Income (loss) before
extraordinary item............. $ (49,479) $ (57,900) $(89,407) $ (196,786)
========== ========== ======== ==========
Income (loss) before
extraordinary item per common
share:
Basic.......................... $ (0.15) $ (1.06) $ (0.52)
========== ========== ==========
Diluted........................ $ (0.15) $ (1.06) $ (0.52)
========== ========== ==========
</TABLE>
<PAGE> 6
CLEAR CHANNEL AND SFX
UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
CLEAR CHANNEL
PRO FORMA AND SFX
CLEAR CHANNEL SFX MERGER PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS(B) MERGER
------------- ---------- -------------- -------------
<S> <C> <C> <C> <C>
Net revenue.................... $782,539 $ 427,889 $ (2,031) $1,208,397
Operating expenses............. 519,961 391,468 1,983 913,412
Depreciation and
amortization................. 220,054 49,019 13,386 282,459
Noncash compensation expense... -- 69,897 -- 69,897
Merger and nonrecurring
costs........................ -- 12,123 (7,602) 4,521
Corporate expenses............. 24,578 6,322 -- 30,900
-------- --------- -------- ----------
Operating income (loss)........ 17,946 (100,940) (9,798) (92,792)
Interest expense............... 55,549 36,576 (1,302) 90,823
Gain on disposition of
assets....................... -- -- -- --
Gain on disposition of
representation contracts..... -- -- -- --
Other income -- net............ 398 3,168 -- 3,566
-------- --------- -------- ----------
Income (loss) before income
taxes, equity in earnings
(loss) of nonconsolidated
affiliates and extraordinary
item......................... (37,205) (134,348) (8,496) (180,049)
Income tax (expense) benefit... (5,133) 17,257 (521) 11,603
-------- --------- -------- ----------
Income (loss) before equity in
earnings (loss) of
nonconsolidated affiliates
and extraordinary item....... (42,338) (117,091) (9,017) (168,446)
Equity in earnings (loss) of
nonconsolidated affiliates... 2,936 -- 280 3,216
-------- --------- -------- ----------
Income (loss) before
extraordinary item........... $(39,402) $(117,091) $ (8,737) $ (165,230)
======== ========= ======== ==========
Income (loss) before
extraordinary item per common
share:
Basic........................ $ (0.12) $ (1.77) $ (0.44)
======== ========= ==========
Diluted...................... $ (0.12) $ (1.77) $ (0.44)
======== ========= ==========
</TABLE>
<PAGE> 7
CLEAR CHANNEL AND SFX
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
Clear Channel and SFX unaudited pro forma combined condensed consolidated
financial statements reflect the merger, accounted for as a purchase, as
follows:
<TABLE>
<S> <C>
SFX Class A common shares outstanding March 31, 2000 less
shares held in treasury................................... 63,775,401
Less: Class A shares held by Clear Channel at March 31,
2000...................................................... (3,000,000)
-----------
Adjusted Class A common stock outstanding................... 60,775,401
Share conversion number..................................... 0.60
-----------
Clear Channel's common stock to be issued to Class A
holders................................................... 36,465,241
SFX Class B common shares outstanding March 31, 2000 (1:1
conversion)............................................... 2,545,557
-----------
Total Clear Channel common stock to be issued in the
merger.................................................... 39,010,798
Estimated value per share (based on the average price
between February 23, 2000 and March 2, 2000).............. $ 74.0089
-----------
$ 2,887,146
Estimated value of common stock options and other equity.... 208,904
Historical cost of SFX common shares held by Clear
Channel................................................... 84,881
Estimated transaction costs................................. 70,000
-----------
Total estimated purchase price.................... $ 3,250,931
===========
</TABLE>
For purposes of these statements the total estimated purchase price was
allocated as follows:
<TABLE>
<S> <C>
Total estimated purchase price.............................. $3,250,931
Plus -- estimated fair value of long-term debt in excess of
carrying value............................................ 42,438
Less -- SFX net assets at March 31, 2000.................... 1,036,370
Plus -- Historical cost of SFX investment not purchased..... 21,341
Plus -- elimination of SFX's existing net goodwill and other
intangible assets......................................... 1,601,329
----------
Estimated purchase price allocated to goodwill and other
intangible assets......................................... $3,879,669
==========
</TABLE>
The estimated purchase price allocated to goodwill and other intangible
assets of $3,879,669 will be amortized over a 20 year period using the
straight-line method, which will result in annual amortization of $193,983.
Clear Channel will be required to refinance certain outstanding SFX
long-term debt.
The unaudited pro forma combined condensed consolidated balance sheet is
based on the assumption that SFX's debt holders will not tender their debt
securities based on a change of control of SFX, although Clear Channel must
offer to tender all of SFX's senior notes and notes at prices ranging from 100%
to 101% of the principal amount of the notes. It is expected that the debt
holders will not accept Clear Channel's tender offer, as the fair value of this
debt is greater than the required offer at the time of the offer.
<PAGE> 8
CLEAR CHANNEL AND SFX
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(A) The pro forma merger adjustments at March 31, 2000 are as follows:
<TABLE>
<CAPTION>
INCREASE
(DECREASE)
----------
<S> <C> <C>
(1) Decrease in cash resulting from estimated merger expenses
including the $34.5 million proposed settlement to SFX
shareholder suits. See "Litigation" on page 71 for further
discussion of this settlement............................... $ (70,000)
(2) Increase in intangible assets, net equal to the excess
purchase price of the merger and the elimination of SFX's
pre-existing intangible assets.............................. 2,278,340
(3) Decrease in equity investment in, and advances to,
nonconsolidated affiliates resulting from the elimination of
SFX investments not purchased............................... (21,341)
(4) Decrease in other investments resulting from the elimination
of Clear Channel's investment in SFX common stock........... (122,437)
(5) Increase in long-term debt resulting from the mark-up of
SFX's debt to fair value in excess of carrying value........ 42,438
(6) Decrease in deferred income taxes resulting from the
elimination of deferred tax on unrealized gain related to
Clear Channel's investment in SFX common stock.............. (13,145)
(7) Increase in common stock to account for Clear Channel common
stock given in the merger, net of SFX's outstanding shares,
at $0.10 par value.......................................... 3,237
(8) Increase in additional paid-in capital to account for Clear
Channel common stock given in the merger at $74.0089 per
share less $0.10 par value ($2,883,245) plus the value of
SFX stock options included in the merger ($208,904) less
SFX's additional paid-in capital balance ($1,295,718)....... 1,796,431
(9) Increase in retained earnings (accumulated deficit) to
eliminate SFX's existing accumulated deficit balance........ 253,280
(10) Decrease in other comprehensive income resulting from the
elimination of Clear Channel's unrealized gain on their
investment in SFX common stock.............................. (24,411)
(11) Increase in other equity resulting from the elimination of
SFX's deferred compensation................................. 2,857
(12) Increase in cost of shares held in treasury resulting from
the cancelation of SFX's shares held in treasury............ 3,875
</TABLE>
<PAGE> 9
CLEAR CHANNEL AND SFX
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(B) The pro forma merger adjustments for the year ended December 31, 1999 and
for the three months ended March 31, 2000 are as follows:
<TABLE>
<CAPTION>
INCREASE (DECREASE)
TO INCOME
--------------------
12/31/99 3/31/00
--------- --------
<S> <C> <C> <C>
(13) Decrease in revenue due to the elimination of services
SFX provided to Clear Channel and services Clear Channel
provided to SFX and the reclassification of earnings from
equity method investments out of net revenue (SFX's
policy) into equity in earnings of nonconsolidated
affiliates (Clear Channel's policy)...................... $ (8,340) $ (2,031)
(14) Decrease in operating expense due to the elimination of
services SFX provided to Clear Channel and services Clear
Channel provided to SFX of $3,437 and $1,751 for 12/31/99
and 3/31/00, respectively, offset by the increase in
operating expenses resulting from change in
classification of integration and start-up costs of
$12,701 and $3,734 for 12/31/99 and 3/31/00,
respectively, from treatment as depreciation expense
(SFX's policy) to treatment as operating expense (Clear
Channel's policy)........................................ (9,264) (1,983)
(15) Increase in amortization expense resulting from the
additional goodwill created by the merger, other
intangible assets acquired in the merger and a change in
the life of intangible assets amortization from an
average of 15 years (SFX's policy) to an average of 20
years (Clear Channel's policy) of $92,805 and $17,120 for
12/31/99 and 3/31/00, respectively, partially offset by
the reclassification of $12,701 and $3,734 for 12/31/99
and 3/31/00, respectively, from depreciation expense to
operating expense........................................ (80,104) (13,386)
(16) Decrease in merger and non-recurring costs due to the
elimination of direct merger related expenses............ -- 7,602
(17) Decrease in interest expense resulting from the
amortization of premium on long-term debt resulting from
the mark-up to fair value................................ 5,664 1,302
(18) Increase in income tax expense associated with the tax
effect of adjustment (15) at Clear Channel's assumed tax
rate of 40%.............................................. (2,266) (521)
(19) Increase in equity in earnings (loss) of nonconsolidated
affiliates resulting from the reclassification of
earnings from equity method investments out of revenue
(SFX's policy) into equity in earnings of nonconsolidated
affiliates (Clear Channel's policy)...................... 4,903 280
</TABLE>
<PAGE> 10
CLEAR CHANNEL AND SFX
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Pro forma basic and diluted share information is as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------------
12/31/99 3/31/00
--------- --------
<S> <C> <C> <C>
Basic:
Clear Channel pro forma weighted-average shares
outstanding............................................... 340,249 338,803
SFX weighted-average shares outstanding...................... 58,204 66,416
Decrease weighted-average common stock outstanding to account
for Clear Channel's common stock given in the merger at
the share conversion number of 0.60 for SFX's Class A
common stock and 1.0 for SFX's Class B common stock....... (19,202) (27,406)
-------- --------
Clear Channel and SFX pro forma merger weighted-average
shares outstanding........................................ 379,251 377,813
======== ========
Diluted:
Clear Channel pro forma weighted-average shares
outstanding............................................... 358,149 374,994
SFX weighted-average shares outstanding...................... 61,542 71,108
Decrease weighted-average common stock outstanding to account
for Clear Channel's common stock given in the merger and
to account for the dilution effect SFX's common stock
warrants, employee stock options and other dilutive shares
have on the Company at the share conversion number of 0.60
for SFX's Class A common stock and 1.0 for SFX's Class B
common stock.............................................. (20,538) (29,282)
-------- --------
Clear Channel and SFX pro forma merger weighted-average
shares outstanding........................................ 399,153 416,820
======== ========
</TABLE>
<PAGE> 11
CLEAR CHANNEL
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
JACOR
CLEAR HISTORICAL CLEAR
CHANNEL 1/1 TO 5/4 PRO FORMA CHANNEL
HISTORICAL 1999 ADJUSTMENT(A) PRO FORMA
---------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Net revenue.................................. $2,678,160 $271,647 $ -- $2,949,807
Operating expenses........................... 1,632,115 192,077 -- 1,824,192
Depreciation and amortization................ 722,233 46,951 47,876 817,060
Corporate expenses........................... 70,146 7,373 -- 77,519
---------- -------- --------- ----------
Operating income (loss)...................... 253,666 25,246 (47,876) 231,036
Interest expense............................. 192,321 39,731 927 232,979
Gain on disposition of assets................ 138,659 130,385 (267,310) 1,734
Other income (expense) -- net................ 20,209 (163) -- 20,046
---------- -------- --------- ----------
Income (loss) before income taxes, equity in
earnings (loss) of nonconsolidated
affiliates and extraordinary item.......... 220,213 115,737 (316,113) 19,837
Income tax (expense) benefit................. (150,635) (52,300) 117,542 (85,393)
---------- -------- --------- ----------
Income (loss) before equity in earnings of
nonconsolidated affiliates and
extraordinary
item....................................... 69,578 63,437 (198,571) (65,556)
Equity in earnings of nonconsolidated
affiliates................................. 16,077 -- -- 16,077
---------- -------- --------- ----------
Income (loss) before extraordinary item...... $ 85,655 $ 63,437 $(198,571) $ (49,479)
========== ======== ========= ==========
Income (loss) before extraordinary item per
common share:
Basic...................................... $ 0.27 $ (0.15)
========== ==========
Diluted.................................... $ 0.26 $ (0.15)
========== ==========
</TABLE>
<PAGE> 12
CLEAR CHANNEL
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
JACOR MERGER
The Jacor acquisition pro forma adjustments exclude the effect of any
divestiture of stations, which were required for regulatory approval, as Clear
Channel intends the funds received from any divestiture to be reinvested in
acquisitions of similar stations in other markets.
(A) The pro forma merger adjustments for the year ended December 31, 1999
are as follows:
<TABLE>
<CAPTION>
INCREASE (DECREASE)
TO INCOME
-------------------
<S> <C> <C>
(1) Increase in amortization expense resulting from the
additional goodwill created by the merger and a change
in the life of goodwill amortization from 40 years
(Jacor's policy) to 25 years (Clear Channel's policy).
This amortization expense results in a permanent
difference and will not be deductible for federal
income tax purposes................................... $ (47,876)
(2) Increase in interest expense associated with the
increased long-term debt resulting from the estimated
merger expenses of $50,000............................ (927)
(3) Decrease in gain on disposition of assets as this gain
is associated directly with the merger of Jacor and is
a non-recurring item.................................. (267,310)
(4) Decrease in income tax expense associated with the tax
effect of adjustments (2) and (3) at Clear Channel's
assumed tax rate of 40%............................... 117,542
</TABLE>
<PAGE> 13
Item 7.(c) Exhibits
EXHIBIT NO. DESCRIPTION
2.1 -- Agreement and Plan of Merger dated as of February 28, 2000,
among Clear Channel, CCU II Merger Sub, Inc. and SFX
Entertainment, Inc. (incorporated by reference to the
exhibits of the Company's Current Report on Form 8-K filed
February 29, 2000.)
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Clear Channel Communications, Inc.
Date August 4, 2000 By /s/HERBERT W. HILL, JR.
Herbert W. Hill, Jr.
Senior Vice President/
Chief Accounting Officer
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C> <C>
2.1 -- Agreement and Plan of Merger dated as of February 28, 2000,
among Clear Channel, CCU II Merger Sub, Inc. and SFX
Entertainment, Inc. (incorporated by reference to the
exhibits of the Company's Current Report on Form 8-K filed
February 29, 2000.)
</TABLE>
