<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
TEXAS 74-1787539
(State or other jurisdiction of incorporation or (I.R.S. employer identification number)
organization)
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200 EAST BASSE ROAD
SAN ANTONIO, TEXAS 78209
(Address, including zip code, of principal executive offices)
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Non-Qualified Stock Option Agreement with Dan H. Blanks
Non-Qualified Stock Option Agreement with David B. Deniger
Non-Qualified Stock Option Agreement with Jack D. Furst
Non-Qualified Stock Option Agreement with Thomas O. Hicks
Non-Qualified Stock Option Agreement with Michael Levitt
Non-Qualified Stock Option Agreement with John R. Muse
Non-Qualified Stock Option Agreement with Lawrence Stuart
Non-Qualified Stock Option Agreement with Charles W. Tate
Warrant Entitling R. Steven Hicks to Purchase 346,532 Shares of Common Stock
Warrant Entitling R. Steven Hicks to Purchase 86,633 Shares of Common Stock
Warrant Entitling R. Steven Hicks to Purchase 95,134 Shares of Common Stock
Warrant Entitling R. Steven Hicks to Purchase 23,782 Shares of Common Stock
Warrant Entitling R. Steven Hicks to Purchase 46,015 Shares of Common Stock
Warrant Entitling R. Steven Hicks to Purchase 104,482 Shares of Common Stock
Warrant Entitling R. Steven Hicks to Purchase 87,549 Shares of Common Stock
Warrant Entitling R. Steven Hicks to Purchase 232,885 Shares of Common Stock
Warrant Entitling William S. Banowsky, Jr. to Purchase 69,865
Shares of Common Stock
Warrant Entitling Paul D. Stone to Purchase 69,865 Shares of Common Stock
Warrant Entitling D. Geoffrey Armstrong to Purchase 93,154
Shares of Common Stock
(Full title of the Plans)
---------------
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)
---------------
COPIES TO:
STEPHEN C. MOUNT, ESQ.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1500 Bank of America Plaza
300 Convent Street
San Antonio, Texas 78205
(210) 281-7000
(210) 224-2035 (fax)
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED
MAXIMUM PROPOSED
TITLE OF AMOUNT OFFERING MAXIMUM AMOUNT OF
SECURITIES TO BE PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, Par Value $.10 Per Share 2,167,332 Shares (1) $41.8977 (2) $90,806,226 (2) $23,973
====================================================================================================================
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(1) Issuable upon exercise of certain previously granted stock options and
warrant agreements which were assumed by Registrant in connection with its
acquisition of AMFM Inc. by merger of a wholly-owned subsidiary with and
into AMFM Inc.
(2) For the purpose of calculating the registration fee pursuant to Rule
457(h), the offering price and registration fee are computed on the basis
of the weighted average exercise price with respect to currently
outstanding options and warrants.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to option holders as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the Securities Act). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the Prospectus).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, as amended by Amended Quarterly Report
on Form 10-Q/A filed May 16, 2000.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 filed August 14, 2000.
4. 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.
5. The Company's Current Report on Form 8-K filed May 7, 1999.
6. Portions of the Company's 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 PricewaterhouseCoopers 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).
7. The Company's Current Report on Form 8-K filed February 29,
2000.
8. The Company's Current Report on Form 8-K filed May 11, 2000.
9. The Company's Current Report on Form 8-K filed on June 9, 2000
10. The Company's Current Report on Form 8-K filed on June 14,
2000
11. The Company's Current Report on Form 8-K filed on August 4,
2000.
All documents filed by the Registrant 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.
<PAGE> 3
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 August 15, 2000 owned approximately 138,500 shares of
Common Stock, including presently exercisable options to acquire approximately
122,500 shares of Common Stock.
Vernon E. Jordan, Jr., counsel to Akin, Gump, Strauss, Hauer & Feld,
L.L.P., is a director of the Registrant and was a director of AMFM Inc. prior to
the consummation of the Registrants acquisition of AMFM by merger of a
wholly-owned subsidiary with and into AMFM (the "Merger"). As of March 10, 2000,
Mr. Jordan owned approximately 33,333 shares of AMFM common stock, including
options to acquire approximately 33,333 shares of AMFM common stock. Upon
consummation of the Merger, Mr. Jordan's options to acquire AMFM common stock
were assumed by the Registrant and may now be exercised to acquire approximately
31,333 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.
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ITEM 8. EXHIBITS.
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Exhibit No. Description of Exhibit
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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
Channels 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 Channels 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 Channels 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 Channels 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 Channels 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 Channels 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 Channels 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 Channels 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,
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as Trustee (incorporated by reference to the exhibits of Clear Channels
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 Channels registration statement on Form S-3 (Reg.
No. 333-42028) dated July 21, 2000).
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
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 Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page of this Registration
Statement).
</TABLE>
*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;
(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
<PAGE> 6
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 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.
<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 September 1, 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.
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NAME TITLE DATE
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/s/ L. LOWRY MAYS Chief Executive September 1, 2000
----------------------------- Officer and Director
L. Lowry Mays
/s/ THOMAS O. HICKS Vice Chairman and Director September 1, 2000
-----------------------------
Thomas O. Hicks
/s/ RANDALL T. MAYS Executive Vice President/Chief Financial September 1, 2000
----------------------------- Officer (Principal Financial Officer) and
Randall T. Mays Director
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief Accounting September 1, 2000
---------------------------- Officer (Principal Accounting Officer)
Herbert W. Hill, Jr.
/s/ MARK P. MAYS President, Chief Operating Officer and September 1, 2000
---------------------------- Director
Mark P. Mays
/s/ B.J. MCCOMBS
---------------------------- Director September 1, 2000
B.J. McCombs
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/s/ ALAN D. FELD
---------------------------- Director September 1, 2000
Alan D. Feld
/s/ THEODORE H. STRAUSS
---------------------------- Director September 1, 2000
Theodore H. Strauss
/s/ JOHN H. WILLIAMS
---------------------------- Director September 1, 2000
John H. Williams
/s/ KARL ELLER
---------------------------- Director September 1, 2000
Karl Eller
---------------------------- Director
Robert L. Crandall
---------------------------- Director
Vernon E. Jordan, Jr.
/s/ MICHAEL J. LEVITT
---------------------------- Director September 1, 2000
Michael J. Levitt
/s/ PERRY J. LEWIS
---------------------------- Director September 1, 2000
Perry J. Lewis
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<PAGE> 9
INDEX TO EXHIBITS
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Exhibit No. Description of Exhibit
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<S> <C>
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
Channels 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 Channels 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 Channels 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 Channels 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 Channels 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 Channels 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 Channels 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 Channels 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 Channels registration statement on Form S-3 (Reg.
No. 333-42028) dated July 21, 2000).
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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 Channels registration statement on Form S-3 (Reg.
No. 333-42028) dated July 21, 2000).
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
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 Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page of this Registration
Statement).
</TABLE>
*Filed herewith.
