CLEAR CHANNEL COMMUNICATIONS INC
S-8, 2000-11-13
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    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 incorporation
                    (I.R.S. employer identification number)
                                or organization)

                               200 East Basse Road
                            San Antonio, Texas 78209
          (Address, including zip code, of principal executive offices)
                                 ---------------

                       CLEAR CHANNEL COMMUNICATIONS, INC.
                               401(k) SAVINGS 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     2,200,000 shares (1)     $57.6875 (2)   $126,912,500 (2)     $33,505 (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 Clear Channel  Communications,  Inc.
     401(k) Savings 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 Clear Channel Communications, Inc. 401(k) 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*Amended and Restated  Clear Channel  Communications,  Inc.  401(k)  Savings
     Plan, as further amended.

4.12*Master  Trust  Agreement,  as  amended,  dated as of July 1, 1999,  between
     Clear Channel Communications, Inc. and Fidelity Management Trust Company.

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 Padgett, Stratemann & Co., L.L.P.

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
Herbert W. Hill, Jr.       Accounting Officer (Principal      November 8, 2000
                                Accounting Officer)

/s/ Mark P. Mays
-------------------------  President/Chief Operating          November 8, 2000
Mark P. Mays                 Officer and Director

/s/ B.J. McCombs
-------------------------
B.J. McCombs                         Director                 November 8, 2000

/s/ Alan D. Feld
-------------------------
Alan D. Feld                         Director                 November 8, 2000

/s Theodore H. Strauss
-------------------------
Theodore H. Strauss                  Director                 November 8, 2000

/s/ John H. Williams
-------------------------
John H. Williams                     Director                 November 8, 2000

/s/ Karl Eller
-------------------------
Karl Eller                           Director                 November 8, 2000

/s/ Robert L. Crandall
-------------------------
Robert L. Crandall                   Director                 November 8, 2000

/s/ Vernon E. Jordan, Jr.
-------------------------
Vernon E. Jordan, Jr.                Director                 November 8, 2000

/s/ Michael J. Levitt
-------------------------
Michael J. Levitt                    Director                 November 8, 2000

/s/ Perry J. Lewis
-------------------------
Perry J. Lewis                       Director                 November 8, 2000




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