As filed with the Securities and Exchange Commission on November 9, 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 of (I.R.S. employer identification number)
incorporation or organization)
200 East Basse Road
San Antonio, Texas 78209
(Address, including zip code, of principal executive offices)
---------------
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
(Full title of the Plan)
---------------
L. Lowry Mays
200 East Basse Road
San Antonio, Texas 78209
(210) 822-2828
(Name, address and telephone number, including area code, of agent for service)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to be Offering Price Offering Price Registration Fee
to be Registered Registered Per Share
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 150,000 shares (1) $57.6875 (2) $8,653,125 (2) $2,284 (2)
Interests in Plan (3) N/A (3) N/A N/A N/A
====================================================================================================================
</TABLE>
(1) Estimated maximum aggregate number of shares of Clear Channel
Communications, Inc. (the "Company") common stock purchasable with
employee and employer contributions under the Universal Outdoor, Inc.
Salary Reduction Profit Sharing Plan (the "Plan") during the next 12
months.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) and (c) based on the average of the high and
low prices of the Company common stock on November 7, 2000.
(3) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate number of interests to be offered or sold pursuant to the
Plan described herein. This Registration Statement also covers the
related interests in the trust created pursuant to the Plan. In
accordance with Rule 457(h)(2) no separate fee calculation is made for
plan interests.
<PAGE>
Part I
INFORMATION REQUIREED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Plan as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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 Annual Report of the Universal Outdoor, Inc. Salary Reduction Profit
Sharing Plan, on Form 11-K for the fiscal year ended December 31, 1999,
filed pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
5. Current Report on Form 8-K filed September 6, 2000.
6. Current Report on Form 8-K filed August 4, 2000.
7. Current Report on Form 8-K filed June 14, 2000.
8. Current Report on Form 8-K filed May 11, 2000.
9. Current Report on Form 8-K filed February 29, 2000.
10. Portions of the Current Report on Form 8-K filed November 19, 1999 relating
to the consolidated financial statements of Capstar Broadcasting
Corporation and Subsidiaries and the report of Pricewaterhouse Coopers LLP
dated February 26, 1999, except as to Note 3, which is as of March 15, 1999
(pgs. 56-104 of said Form 8-K).
11. Current Report on Form 8-K filed May 7, 1999.
12. 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.
All documents filed by the Registrant and the Plan 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 September 30, 2000, owned approximately 139,500 shares of
common stock (including presently exercisable nonqualified options to acquire
approximately 123,500 shares). Vernon E. Jordan, Jr., of counsel to Akin, Gump,
Strauss, Hauer & Feld, L.L.P., is also a director of the Registrant and as of
September 30, 2000, held options exercisable to acquire 89,300 shares of common
stock.
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 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 Clear Channel's
registration statement on Form S-1 (Reg. No. 33-289161) dated April 19,
1984).
4.2 Fourth Amended and Restated Credit Agreement by and among Clear Channel
Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
National Bank, as documentation agent, the Bank of Montreal and Toronto
Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
dated June 15, 2000 (incorporated by reference to the exhibits of Clear
Channel's registration statement on Form S-3 (Reg. No. 333-42028) dated
July 21, 2000).
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 the exhibits of Clear Channel'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 the
exhibits of Clear Channel'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 of Clear Channel'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 of
Clear Channel's Current Report on Form 8-K dated August 27, 1998).
4.7 Fourth Supplemental Indenture dated November 24, 1999, 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 of Clear Channel's Annual Report on Form 10-K filed March 14,
2000).
4.8 Fifth Supplemental Indenture dated June 21, 2000, 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 of
Clear Channel's registration statement on Form S-3 (Reg. No. 333-42028)
dated July 21, 2000).
4.9 Sixth Supplemental Indenture dated June 21, 2000, 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 of
Clear Channel's registration statement on Form S-3 (Reg. No. 333-42028)
dated July 21, 2000).
4.10 Seventh Supplemental Indenture dated July 7, 2000, 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 of Clear Channel's registration statement on Form S-3 (Reg. No.
333-42028) dated July 21, 2000).
4.11* Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan, as amended.
4.12 Master Trust Agreement, as amended, dated as of July 1, 1999, between Clear
Channel Communications, Inc. and Fidelity Management Trust Company
(incorporated by reference to the exhibits of Clear Channel's registration
statement on Form S-8 dated November 9, 2000).
23.1* Consent of Ernst & Young LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Ernst & Young LLP.
23.4* Consent of PricewaterhouseCoopers LLP.
23.5* Consent of PricewaterhouseCoopers LLP.
23.6* Consent of PricewaterhouseCoopers LLP.
23.7* Consent of Hanke, Green & Stein
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. Nothwithstanding the foregoing, any
increase or decrease in the 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
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a twenty percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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 herein, 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.
(d) Pursuant to Item 8(b) of Form S-8, in lieu of an Internal Revenue
Service ("IRS") determination letter that the Plan is qualified under
Section 401 of the Internal Revenue Code, the Registrant hereby undertakes
that it has submitted the Plan and any amendments thereto, and will submit
any future amendments, to the IRS in a timely manner and will make all
changes required by the IRS to qualify the Plan.
<PAGE>
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 November 8,
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 Officer and November 8, 2000
L. Lowry Mays Director
/s/ Thomas O. Hicks
------------------------- Vice Chairman and Director November 8, 2000
Thomas O. Hicks
/s/ Randall T. Mays
------------------------- Executive Vice President/Chief November 8, 2000
Randall T. Mays Financial Officer (Principal
Financial Officer) and Director
/s/ Herbert W. Hill, Jr.
------------------------- Senior Vice President/Chief November 8, 2000
Herbert W. Hill, Jr. Accounting Officer (Principal
Accounting Officer)
/s/ Mark P. Mays
------------------------- President/Chief Operating November 8, 2000
Mark P. Mays Officer and Director
/s/ B.J. McCombs
------------------------- Director November 8, 2000
B.J. McCombs
/s/ Alan D. Feld
------------------------- Director November 8, 2000
Alan D. Feld
/s/ Theodore H. Strauss
------------------------- Director November 8, 2000
Theodore H. Strauss
/s/ John H. Williams
------------------------- Director November 8, 2000
John H. Williams
/s/ Karl Eller
------------------------- Director November 8, 2000
Karl Eller
/s/ Robert L. Crandall
------------------------- Director November 8, 2000
Robert L. Crandall
/s/ Vernon E. Jordan, Jr.
------------------------- Director November 8, 2000
Vernon E. Jordan, Jr.
/s/ Michael J. Levitt
------------------------- Director November 8, 2000
Michael J. Levitt
/s/ Perry J. Lewis
------------------------- Director November 8, 2000
Perry J. Lewis
<PAGE>
EXHIBIT INDEX
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 Clear Channel's
registration statement on Form S-1 (Reg. No. 33-289161) dated April 19,
1984).
4.2 Fourth Amended and Restated Credit Agreement by and among Clear Channel
Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
National Bank, as documentation agent, the Bank of Montreal and Toronto
Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
dated June 15, 2000 (incorporated by reference to the exhibits of Clear
Channel's registration statement on Form S-3 (Reg. No. 333-42028) dated
July 21, 2000).
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 the exhibits of Clear Channel'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 the
exhibits of Clear Channel'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 of Clear Channel'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 of
Clear Channel's Current Report on Form 8-K dated August 27, 1998).
4.7 Fourth Supplemental Indenture dated November 24, 1999, 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 of Clear Channel's Annual Report on Form 10-K filed March 14,
2000).
4.8 Fifth Supplemental Indenture dated June 21, 2000, 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 of
Clear Channel's registration statement on Form S-3 (Reg. No. 333-42028)
dated July 21, 2000).
4.9 Sixth Supplemental Indenture dated June 21, 2000, 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 of
Clear Channel's registration statement on Form S-3 (Reg. No. 333-42028)
dated July 21, 2000).
4.10 Seventh Supplemental Indenture dated July 7, 2000, 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 of Clear Channel's registration statement on Form S-3 (Reg. No.
333-42028) dated July 21, 2000).
4.11* Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan, as amended.
4.12 Master Trust Agreement, as amended, dated as of July 1, 1999, between Clear
Channel Communications, Inc. and Fidelity Management Trust Company
(incorporated by reference to the exhibits of Clear Channel's registration
statement on Form S-8 dated November 9, 2000).
23.1* Consent of Ernst & Young LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Ernst & Young LLP.
23.4* Consent of PricewaterhouseCoopers LLP.
23.5* Consent of PricewaterhouseCoopers LLP.
23.6* Consent of PricewaterhouseCoopers LLP.
23.7* Consent of Hanke, Green & Stein
24 Power of Attorney (included on signature page of this Registration
Statement).
*Filed herewith.
