Filed by Clear Channel Communications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Clear Channel Communications, Inc.
Commission File No. 1-9645
The following communications contain forward-looking statements within
the meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements include references made in
the following press release, suchas statements regarding:
o future financial and operating results,
o the proposed Clear Channel/AMFM merger,
o the operation and prospects of the combined Clear Channel/AMFM, and
o completion and benefits of pending acquisitions.
Such statements are based on management's current expectations or beliefs
and are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. In particular, the following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: inability to obtain, or meet conditions imposed for, governmental
approvals for the merger; failure of the Clear Channel and AMFM stockholders to
approve the merger; the risk that the Clear Channel and AMFM businesses will not
be integrated successfully; costs related to the merger; risks of new and
changing regulation in the U.S. and internationally.
For a detailed discussion of these and other cautionary statements,
please refer to Clear Channel's filings with the Securities and Exchange
Commission, especially in the "Item 1. Business - Forward-Looking Statements
May Prove Inaccurate" section of Clear Channel's Form 10-K for the fiscal
year ended December 31, 1998.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY CLEAR CHANNEL ON APRIL 27,
2000.
[CLEAR CHANNEL COMMUNICATIONS, INC. LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE
CLEAR CHANNEL FILES AMFM MERGER DIVESTITURES
WITH THE FCC
SAN ANTONIO, TEXAS, April 27, 2000 Clear Channel Communications, Inc. (NYSE
CCU) today announced that at todays annual meeting of stockholders, Clear
Channel stockholders voted to approve the merger with AMFM Inc. (NYSE: AFM).
Pending final regulatory approvals, the merger is expected to be finalized by
September 30, 2000.
Pursuant to the terms of the merger, AMFM shareholders will receive 0.94 shares
of Clear Channel Communications, Inc. common stock, on a fixed exchange basis,
for each share of AMFM Inc. held on the record date of the transaction.
ABOUT CLEAR CHANNEL COMMUNICATIONS
Clear Channel Communications, Inc., is a global leader in the out-of-home
advertising industry with radio and television stations and outdoor displays in
37 countries around the world. Including announced transactions, Clear Channel
operates 874 radio and 19 television stations in the United States and has
equity interests in over 240 radio stations internationally. Clear Channel also
operates more than 700,000 outdoor advertising displays, including billboards,
street furniture and transit panels across the world. The Company is
headquartered in San Antonio, Texas.
For further information contact Terri Hunter, Vice President of Investor
Relations or Kim Johnson at (210) 822-2828 or visit our web-site at
www.clearchannel.com.
Certain statements in this release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
