-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MyGbMqyMK4HKuMYY/XJO08WSPlxYpumxizB409rbOj0sZWjWAao8YvU7KT6VjWgi gl53rY8Skm7Aw64UBdu9ZQ== 0000739708-96-000019.txt : 19961113 0000739708-96-000019.hdr.sgml : 19961113 ACCESSION NUMBER: 0000739708-96-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961112 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 741787539 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09645 FILM NUMBER: 96660082 BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 2: 200 CONCORD PLAZA SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1996 Commission file number 1-9645 CLEAR CHANNEL COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Texas 200 Concord Plaza, Suite 600 (State of Incorporation) San Antonio, Texas 78216-6940 (210) 822-2828 74-1787539 (Address and telephone number (I.R.S. Employer of principal executive offices) Identification No.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __x__ No _____ Indicate the number of shares outstanding of each class of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at November 8, 1996 ---------------------------- --------------------------- Common Stock, $.10 par value 38,482,600 CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES INDEX Page No. -------- Part I Financial Information Item 1. Unaudited Financial Statements Consolidated Balance Sheets at September 30, 1996 and December 31, 1995 3 Consolidated Statements of Earnings for the three and nine months ended September 30, 1996 and 1995 5 Consolidated Statements of Cash Flows for the nine months ended September 30, 1996 and 1995 6 Schedule Reconciling Earnings to Net Cash from 7 Operating Activities Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II Other Information Item 6. Exhibits and reports on Form 8-K 11 (a) Exhibits (b) Reports on Form 8-K Signatures 12 Index to Exhibits 12 CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS September 30, December 31, 1996 1995 (Unaudited) (*) __________ __________ Current Assets Cash and cash equivalents $17,910,407 $5,391,104 Accounts receivable, less allowance of $8,413,726 in 1996 and $3,809,529 in 1995 64,035,440 52,920,450 Film rights - current 14,630,243 12,173,527 __________ __________ Total Current Assets 96,576,090 70,485,081 Property, Plant and Equipment Land 10,695,750 7,821,899 Buildings 24,507,748 17,068,026 Transmitter and studio equipment 142,273,159 109,517,279 Furniture and other equipment 18,869,679 13,996,987 Leasehold improvements 4,974,704 4,560,289 Construction in progress 9,892,583 5,079,864 __________ __________ 211,213,623 158,044,344 Less accumulated depreciation 72,558,071 58,159,152 __________ ___________ 138,655,552 99,885,192 Intangible Assets Leases 1,455,000 1,455,000 Network affiliation agreements 33,726,904 23,422,904 Licenses and goodwill 687,907,120 286,406,955 Covenants not-to-compete 22,991,932 22,871,932 Other intangible assets 6,387,173 4,361,987 __________ ___________ 752,468,129 338,518,778 Less accumulated amortization 70,092,032 52,192,327 __________ ___________ 682,376,097 286,326,451 Other Notes Receivable - Long Term 53,262,466 -- Film rights 15,483,831 15,968,502 Equity investments in, and advances to, nonconsolidated affiliates 222,575,111 81,911,343 Other assets 20,103,222 7,021,531 Other investments 1,929,090 1,412,704 ___________ _________ Total Assets $1,230,961,459 $563,010,804 * From audited financial statements CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY September 30, December 31, 1996 1995 (Unaudited) (*) __________ __________ Current Liabilities Accounts payable $ 7,284,892 $ 5,314,716 Accrued interest 3,234,706 508,271 Accrued expenses 9,633,693 7,760,002 Accrued income and other taxes 1,058,105 5,906,580 Deferred income - current 1,460,000 -- Current portion of long-term debt 3,478,497 3,406,297 Current portion of film rights liability 16,566,213 13,109,024 __________ ___________ Total Current Liabilities 42,716,106 36,004,890 Long-Term Debt 651,879,590 334,163,729 Film Rights Liability 15,773,428 17,143,812 Deferred Income Taxes 5,552,835 5,552,835 Deferred Income - Long Term 11,455,000 -- Minority Interests 6,386,670 6,432,903 Shareholders' Equity Common Stock 3,847,957 3,459,269 Additional paid-in capital 402,430,511 91,433,138 Retained earnings 90,194,298 68,359,190 Other equity 896,062 632,036 Cost of shares held in treasury (170,998) (170,998) ___________ ___________ Total Shareholders' Equity 497,197,830 163,712,635 ___________ ___________ Total Liabilities and Shareholders' Equity $1,230,961,459 $563,010,804 =========== =========== * From audited financial statements See Notes to Consolidated Financial Statements CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) Nine Months Ended Three Months Ended September 30, September 30, ____________________ ____________________ 1996 1995 1996 1995 ____ ____ ____ ____ Gross broadcasting revenue $269,735,560 $203,558,047 $107,189,144 $69,507,801 Less agency commissions (31,319,386) (27,934,410) (12,349,686) (9,469,670) __________ __________ __________ __________ Net broadcasting revenue 238,416,174 175,623,637 94,839,458 60,038,131 Station operating expenses 135,401,285 99,438,123 53,408,934 32,104,322 Depreciation and amortization 32,364,748 24,583,103 13,022,189 8,018,075 __________ __________ __________ __________ Station operating income 70,650,141 51,602,411 28,408,335 19,915,734 Corporate general and administrative expenses 5,647,710 4,724,465 2,170,128 1,608,243 __________ __________ __________ __________ Operating income 65,002,431 46,877,946 26,238,207 18,307,491 Interest expense(19,778,376) (15,221,397) (8,033,067) (5,559,145) Other income (expense) 665,802 (80,856) 479,345 (98,095) __________ __________ __________ __________ Income before income taxes 45,889,857 31,575,693 18,684,485 12,650,251 Income tax expense 17,426,852 13,170,569 7,260,782 5,698,411 __________ ___________ __________ __________ Income before equity in net earnings of nonconsolidated affiliates 28,463,005 18,405,124 11,423,703 6,951,840 Equity in net earnings of nonconsolidated affiliates (6,627,898) 1,525,294 (8,375,072) 1,161,568 _________ _________ _________ _________ Net income $ 21,835,107 $ 19,930,418 $ 3,048,631 $ 8,113,408 ============ ============= ============ ============ Net income per common share $ .59 $ .57 $ .08 $ .23 ======= ====== ======== ======== Weighted average common shares and common share equivalents outstanding 36,778,928 35,079,762 39,120,499 35,102,456 See Notes to Consolidated Financial Statements CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, _______________ 1996 1995 ____ ____ Net cash from operating activities $70,153,589 $48,118,030 Cash flows from investing activities: (Increase) in notes receivable (53,262,466) -- Decrease in restricted cash -- 38,500,000 Purchase of broadcasting assets (464,289,248) (65,300,000) (Increase) in equity investments in and advances to nonconsolidated affiliates - net (140,399,742) (82,069,590) Proceeds from disposal of broadcasting assets 14,108 368,659 (Increase) in other investments (516,386) (2,000) Purchases of property, plant and equipment (14,986,565) (6,105,546) (Increase) in other intangible assets (2,025,186) (317,999) (Increase) in goodwill -- (52,340) (Increase) in other-net (11,266,924) (1,431,894) ___________ ____________ Net cash used by investing activities (686,732,409) (116,410,710) Cash flows from financing activities: Proceeds from issuance of common stock 311,165,837 -- Proceeds of long-term debt 634,875,000 124,500,000 Payments on short-term debt (262,939) (493,686) Payments on long-term debt (316,900,000) (53,800,000) Exercise of incentive stock options 220,225 309,953 ___________ ___________ Net cash provided by financing activities 629,098,123 70,516,267 ___________ ___________ Net increase in cash 12,519,303 2,223,587 Cash at beginning of period 5,391,104 6,817,595 _________ __________ Cash at end of period $17,910,407 $9,041,182 ========== ========== CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES SCHEDULE RECONCILING EARNINGS TO NET CASH FROM OPERATING ACTIVITIES (UNAUDITED) Nine Months Ended September 30, _______________ 1996 1995 ____ ____ Net income $ 21,835,107 $ 19,930,418 Noncash expenses, revenues, losses and gains included in net income: Depreciation 14,465,043 11,252,819 Amortization of intangibles 17,899,705 13,330,284 Amortization of film rights 10,533,301 7,871,610 Payments on film rights (10,395,665) (7,447,021) (Gain) on disposal of assets (23,627) (296,926) Changes in operating assets and liabilities: Decrease accounts receivable 1,982,898 1,089,773 Increase deferred income 12,915,000 -- Increase (decrease) accounts payable 1,910,176 (1,391,250) Increase accrued interest 2,726,435 278,073 Increase (decrease) accrued expenses1,153,691 (112,599) Increase (decrease) accrued income and other taxes (4,848,475) 3,612,849 __________ __________ Net cash from operating activities $ 70,153,589 $48,118,030 ========== ========== See Notes to Consolidated Financial Statements CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1: PREPARATION OF INTERIM FINANCIAL STATEMENTS The consolidated financial statements have been prepared by Clear Channel Communications, Inc. ("Company") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, include all adjustments (consisting only of normal recurring accruals and adjustments necessary for adoption of new accounting standards) necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The results for the interim periods are not necessarily indicative of results for the full year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1995 Annual Report. The consolidated financial statements include the accounts of the Company and its subsidiaries, the majority of which are wholly-owned investments in companies in which the Company owns 20 percent to 50 percent of the voting common stock or otherwise exercises significant influence over operating, and financial policies of the company are accounted for under the equity method. All significant intercompany transactions are eliminated in the consolidation process. Certain reclassifications have been made to the 1995 consolidated financial statements to conform with the 1996 presentation. CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Comparison of Three Months Ended September 30, 1996 to Three Months Ended September 30, 1995 Consolidated net broadcasting revenue for the three months ended September 30, 1996 increased 58% to $94,839,000 from $60,038,000 for the same quarter of 1995. Station operating expenses increased 66% to $53,409,000 from $32,104,000. Depreciation and amortization increased 62% from $8,018,000 to $13,022,000 in the third quarter of 1996. Station operating income increased $8,492,000 or 43% to $28,408,000, compared to $19,916,000 for the third quarter of 1995. Interest expense increased 45% from $5,559,000 to $8,033,000 in the third quarter of 1996. Net income decreased 62% from $8,113,000, or $.23 per share, to $3,049,000, or $.08 per share. The majority of the growth in net broadcasting revenue and operating expenses was due to the improved operating results of the Company's radio stations in Houston, along with the operating results of the following significant radio and television stations acquired and/or operated under local marketing agreements (LMAs) and joint sales agreements (JSAs): Date Description _________________________________________________________________ August 1996 Acquired 41.8% of Heftel Broadcasting Corporation (Heftel) -- 16 Spanish language stations in the United States August 1996 Acquired fourteen stations from Radio Equity Partners - Springfield, MA;Winston-Salem/Greensboro, NC; Columbia, SC; Fort Meyers, FL; New Orleans, LA; and Oklahoma City, OK July 1996 Acquired WPRI-TV - Providence, RI; LMA of WNAC-TV - Providence, RI July 1996 Acquired 33.3% of Radio New Zealand with 41 radio stations throughout New Zealand May 1996 Acquired sixteen radio stations from US Radio, Inc. Houston, TX; Little Rock, AR; Raleigh, NC; Norfolk, VA; Reading, PA; El Paso, TX; Milwaukee, WI; Memphis, TN May 1996 Acquired WTVR-AM/FM -- Richmond, VA May 1996 LMA of WCUZ-AM/FM in Grand Rapids, MI; JSA of KQLL-AM/FM and KOAS-FM in Tulsa, OK February 1996 Acquired WOOD-AM/FM and WBCT-FM - Grand Rapids, MI October 1995 Acquired WHP-TV - Harrisburg, PA October 1995 LMA of WLYH-TV - Harrisburg, PA May 1995 Acquired 50% of Australian Radio Network (ARN) -- serving 8 markets in Australia May 1995 Acquired 21.4% of Heftel The majority of the increase in depreciation and amortization was due to the above-mentioned acquisitions. Interest expense increased primarily due to an increase in the average amount of debt outstanding -- which resulted from the above-mentioned acquisitions and was partially offset by the paydown of debt with the majority of the proceeds from the Company's secondary offering of 3,850,000 additional shares of its common stock in June 1996. The Company's investments in ARN and Heftel are accounted for under the equity method. Together they contributed $1,215,000 to net earnings in the third quarter of 1996, however this was offset by a one time charge of $9,590,000, which represents the Company's equity interest in certain employment contract payments, severance costs and other write-offs related to the change of control of Heftel. The majority of the decrease in net income was primarily due to the one time charge discussed above and by an increase of $562,000 in corporate general and administrative expenses attributable to the Company's growth. Comparison of Nine Months Ended September 30, 1996 to Nine Months Ended September 30, 1995 Consolidated net broadcasting revenue for the nine months ended September 30, 1996 increased 36% to $238,416,000 from $175,624,000 for the same period in 1995. Station operating expenses increased 36% to $135,401,000 from $99,438,000. Depreciation and amortization increased 32% from $24,583,000 to $32,365,000 for the first nine months of 1996. Station operating income increased $19,048,000 or 37% to $70,650,000, compared to $51,602,000 for the first nine months of 1995. Interest expense increased 30% from $15,221,000 to $19,778,000. Net income increased to $21,835,000,or $.59 per share, from $19,930,000, or $.57 per share, for the same period in 1995. The majority of the revenue growth, increases in operating expenses, depreciation and amortization were due to the above mentioned acquisitions. Interest expense increased due to an increase in the Company's average amount of debt outstanding resulting from the above mentioned acquisitions. The increase in net income also was attributable to the factors stated above, but was offset by the one time charge of $9,590,000 related to the change of control of Heftel discussed above. Liquidity and Capital Resources The major sources of capital for the Company have historically been cash flow from operations, advances on its revolving long-term line of credit facility (the "credit facility") and funds supplied by the Company's initial stock offering in April 1984 and subsequent stock offerings in July 1991, October 1993 and June 1996. In August 1996, the Company and its Administrative Lender expanded its credit facility from a maximum principal amount of $600,000,000 to $1,040,000,000, which will facilitate the Company's acquisition of additional broadcast properties. As of September 30, 1996, the Company had $642,975,000 outstanding under the credit facility, a $9,500,000 guarantee to a third party, $8,400,000 in letters of credit and a $3,000,000 suretyship, leaving $376,125,000 available for future borrowings under the credit facility. In addition, the Company had $17,910,000 in unrestricted cash and cash equivalents on hand at September 30, 1996. In July 1996, the Company and its Administrative Lender expanded its revolving credit facility from a maximum of $600,000,000 to $1.3 billion. This facilitates the Company's ability to acquire additional broadcast properties now and in the future. The credit facility will convert to a reducing revolving line of credit on the last business day of September 1998, with quarterly repayment of the outstanding principal balance to begin the last business day of December 1998 and continue during the subsequent five year period, with the entire balance to be repaid by the last business day of September 2003. The Company believes that cash flow from operations will be sufficient to make all required future interest and principal payments on the credit facility and will be sufficient to fund all anticipated capital expenditures. During the first nine months of 1996, the Company made principal payments on the credit facility totaling $316,900,000 (primarily from funds provided from the stock offering in June 1996) and purchased capital equipment totaling $14,987,000. In addition, the Company purchased the broadcasting assets of WOOD-AM/FM and WBCT-FM in Grand Rapids, MI; WTVR-FM in Richmond, VA; WENZ-FM in Cleveland, OH; KEYI-FM and KFON-AM in Austin, TX and WPRI-TV in Providence, RI for $43,050,000; $17,925,000; $1,039,000; $3,167,000 and $68,000,000, respectively. Also, the Company acquired US Radio, Inc., and the 16 stations which it owned and or operated in eight different markets, for $145,108,000, and the broadcasting assets of 14 radio stations in six different markets from Radio Equity Partners, L.P. (REP) for $186,000,000. The company's acquisition of the broadcast assets of additional REP stations in Memphis and Providence for approximately $54,000,000 is dependant upon FCC approval , however the Company anticipates to close the acquisition of these properties in the fourth quarter of 1996. Finally, the Company made two equity investments. First, in July 1996 the Company acquired a one-third interest in Radio New Zealand, which owns and operates 41 radio stations throughout New Zealand, for approximately $20,500,000. Second, in August 1996 the Company executed its stock purchase agreement and tender offer for the purchase of 5,141,022 shares of common stock of Heftel Broadcasting Corporation for $23.00 per share for a total of $118,244,000. This raises the Company's investment in Heftel to 7,297,821 shares or 63.2% of the total number of Heftel Class A common shares outstanding. Heftel has no more Class B common shares outstanding after this tender offer. In addition to these acquisitions, the Company loaned $52,975,000 to third parties in order to facilitate the purchase of certain broadcasting assets. The loans have been recorded as notes receivable while the interest income related to these loans is being recorded in other income. The Company anticipates repayment of these loans during the first half of 1997. All of these acquisitions and loans were funded by the Company's credit facility and cash flow from operations. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. See Exhibit Index on Page 12 (b) Reports on Form 8-K DESCRIPTION OF THE TWO REPORTS ON FORM 8-K FILED DURING 3RD QTR A report on Form 8-K dated July 10, 1996 was filed with respect to the Registrant's proposal to the Board of Directors of Heftel Broadcasting Corporation (Heftel) to merge Heftel with Tichenor Media System, Inc., another Spanish language broadcaster based in Dallas, Texas. No financial statements were included with this filing. A report on Form 8-K dated August 20, 1996 was filed with respect to the Registrant's August 5, 1996 acquisition of 5,141,002 shares of Class A Common Stock of Heftel Broadcasting Corporation (Heftel) and was amended by the Registrant's Form 8-K/A dated October 18, 1996. Audited and unaudited financial statements of Heftel were incorporated into the Registrant's Form 8-K/A dated October 18, 1996 by reference to Heftel's Form 8-K/A dated October 15, 1996. 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 thereunto duly authorized. Date: November 12, 1996 /s/L. LOWRY MAYS (L. Lowry Mays - President and Chief Executive Officer) (Duly Authorized Officer) Date: November 12, 1996 /s/HERBERT W. HILL, JR. (Herbert W. Hill, Jr. - Vice President and Principal Financial Officer) Index to Exhibits (a) 3.1 -- Articles of Incorporation, as amended, of Registrant (m) 3.11 -- Articles of Amendment to the Articles of Incorporation of Clear Channel Communications, Inc. (a) 3.2 -- Amended and Restated Bylaws of Registrant (a) 4 -- Buy-Sell Agreement among Clear Channel Communications, Inc., L. Lowry Mays, B. J. McCombs, John M. Schaefer and John W. Barger dated May 31, 1977. (a)10.1 -- Incentive Stock Option Plan of Clear Channel Communications, Inc. as of January 1, 1984. (b)10.2 -- Television Asset Purchase Agreement dated January 27, 1992, by and between Chase Broadcasting of Memphis, Inc. and Clear Channel Television, Inc. (b)10.3 -- Radio Asset Purchase Agreement dated January 31, 1992, by and between Noble Broadcasting of Connecticut, Inc. and Clear Channel Radio, Inc. (b)10.4 -- Radio Asset Purchase Agreement dated April 19, 1992, by and between Edens Broadcasting, Inc. and Clear Channel Radio, Inc. (k)10.33 -- Radio Asset Purchase Agreement dated January 31, 1993, by and between KHFI Venture, LTD. and Clear Channel Radio, Inc. (l)10.34 -- Radio Asset Purchase Agreement dated December 28, 1992, by and between Westinghouse Broadcasting Company, Inc. and Clear Channel Radio, Inc. (c)10.5 -- Radio Asset Purchase Agreement dated December 23, 1992, by and between Inter-Urban Broadcasting of New Orleans Partnership and Snowden Broadcasting, Inc. (d)10.6 -- Television Asset Purchase Agreement dated August 19, 1993, by and between Television Marketing Group of Memphis, Inc. and Clear Channel Television, Inc. (e)10.7 -- Radio Asset Purchase Agreement April 1, 1993, by and Capital Broadcasting of Virginia, Inc. and Clear Channel Radio, Inc. (f)10.8 -- Television Asset Purchase Agreement dated August 31, 1993, by and between Nationwide Communications, Inc. and Clear Channel Television, Inc. (g)10.9 -- Radio Asset Merger Agreement dated March 22, 1994, by and between Metroplex Communications, Inc. and Clear Channel Radio, Inc. (h)10.10 -- Radio Partnership Interest Purchase Agreement dated April 5, 1994, by and between Cook Inlet Communications, Inc. and WCC Associates and Clear Channel Radio, Inc. (i)10.11 -- Television Asset Purchase Agreement September 12,1994, by and between Heritage Broadcasting Company of New York, Inc. and Clear Channel Television, Inc. and Clear Channel Television Licenses, Inc. (j)10.12 -- Radio Asset Purchase Agreement dated November 17,1994, by and between Noble Broadcast of Houston, Inc. and Clear Channel Radio, Inc. (k)10.13 -- Australian Radio Network Shareholders Agreement dated February, 1995, by and between APN Broadcasting Investments Pty Ltd, Australian Provincial Newspapers Holdings Limited, APN Broadcasting Pty Ltd and Clear Channel Radio, Inc. and Clear Channel Communications, Inc. (l)10.14 -- $600,000,000 Amended and Restated Credit Agreement Among Clear Channel Communications, Inc., Certain Lenders, and NationsBank of Texas, N.A., as Administrative Lender, dated October 19, 1995. (m)10.15 -- Clear Channel Communications, Inc. 1994 Incentive Stock Option Plan. (m)10.16 -- Clear Channel Communications, Inc. 1994 Nonqualified Stock Option Plan. (m)10.17 -- Clear Channel Communications, Inc. Directors' Nonqualified Stock Option Plan. (m)10.18 -- Option Agreement for Officer (n)10.19 -- Employment Agreement between Clear Channel Communications, Inc. and L. Lowry Mays (o) 10.20 -- Stock Purchase Agreement dated as of March 4, 1996 by and among US Radio Stations, L.P., Blackstone USR Capital Partners L.P., Blackstone USR Offshore Capital Partners L.P., Blackstone Family Investment Partnership II L.P., BCP Radio L.P., BCP Offshore Radio L.P., US Radio Inc., Clear Channel Communications of Memphis, Inc. and Clear Channel Communications, Inc. (p) 10-21 -- Asset Purchase Agreement, dated as of May 9, 1996, by and among REP New England G.P., REP Southeast G.P., REP Ft. Myers G.P., REP Rhode Island G.P., REP Florida G.P., REP WHYN G.P., REP WWBB G.P., S.E. Licensee G.P., REP WCKT G.P. and RI Licensee G.P., Radio Station Management, Inc., Clear Channel Radio, Inc., and Clear Channel Radio Licenses, Inc. (q) 10.22 -- Tender Offer between Clear Channel Radio, Inc. and Heftel Broadcasting Corporation dated June 1, 1996 (q) 10.23 -- Stock Purchase Agreement between Clear Channel Radio, Inc. and Certain Shareholders of Heftel Broadcasting Corporation dated June 1, 1996 (r) 10.24 -- Agreement and Plan of Merger Between Clear Channel Communications, Inc. ("PARENT") and Tichenor Media System, Inc. ("TICHENOR") dated July 9, 1996 (s) 10.25 -- Second Amended and Restated Credit Agreement among Clear Channel Communications, Inc., certain Lenders and NationsBank, N.A., as Administrative Lender (dated August 1, 1996). (a) -- Incorporated by reference to the exhibits of the Company's Registration Statement on Form S-1(Reg. No. 289161) dated April 19, 1984. (b) -- Incorporated by reference to the Registrant's Form 8-K dated July 14, 1992. (c) -- Incorporated by reference to the Registrant's Form 10-Q dated May 12, 1993. (d) -- Incorporated by reference to the Registrant's Form 8-K dated September 2, 1993. (e) -- Incorporated by reference to the Registrant's Form 10-Q dated November 1, 1993. (f) -- Incorporated by reference to the Registrant's Form 8-K dated October 27, 1993. (g) -- Incorporated by reference to the Registrant's Form 8-K dated October 26, 1994. (h) -- Incorporated by reference to the Registrant's Form 10-Q dated November 14 1994. (i) -- Incorporated by reference to the Registrant's Form 8-K dated December 14, 1994. (j) -- Incorporated by reference to the Registrant's Form 8-K dated January 13, 1995. (k) -- Incorporated by reference to the Registrant's Form 8-K dated May 26, 1995. (l) -- Incorporated by reference to the Registrant's Form 10-Q dated November 14, 1995. (m) -- Incorporated by reference to the Registrant's Form S-8 dated November 20, 1995. (n) -- Incorporated by reference to the Registrant's Form 10-K dated March 29, 1996. (o) -- Incorporated by reference to the Registrant's Form 8-K dated May 24, 1996. (p) -- Incorporated by reference to the Registrant's Form 8-K dated June 5, 1996. (q) -- Incorporated by reference to the Registrant's Form S-3 dated June 14, 1996. (r) -- Incorporated by reference to Heftel Broadcasting Corporation's Amendment 2 to Form SC 14D1/A dated July 9, 1996. (s) -- Incorporated by reference to Heftel Broadcasting Corporation's Amendment 4 to Form SC 14D1/A dated August 5, 1996. EX-27 2
5 9-MOS DEC-31-1996 SEP-30-1996 17910 0 72449 8414 0 96576 283772 72558 1230961 42716 651880 0 0 3848 493350 1230961 0 238416 0 135401 5648 0 19778 45980 17427 21835 0 0 0 21835 .59 .59
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