-----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, L4uuFOZP5pOCLw0hYoTeh+vG2mW5sLZkc79yFKh2UUNdpRqBDASv2+hg7pO1nmd7 Dh6Ib6I7q7m5AQ5RM228Kw== 0000739708-98-000032.txt : 19980821 0000739708-98-000032.hdr.sgml : 19980821 ACCESSION NUMBER: 0000739708-98-000032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19980820 EFFECTIVENESS DATE: 19980820 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: 741787536 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61883 FILM NUMBER: 98694913 BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: STE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 CONCORD PLAZA SUITE 600 STREET 2: 200 CONCORD PLAZA SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 S-8 1 As filed with the Securities and Exchange Commission on August 20, 1998 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 Concord Plaza, Suite 600 San Antonio, Texas 78216 (Address, including zip code, of principal executive offices) --------------- Clear Channel Communications, Inc. 1998 Stock Incentive Plan and Various Other Option Agreements (Full title of the Plans) --------------- L. Lowry Mays 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 (210) 822-2828 (Name, address and telephone number, including area code, of agent for service) ---------------
CALCULATION OF REGISTRATION FEE ========================================= ----------------------- --------------- ----------------- --------------- Proposed Proposed Title of Amount Maximum Maximum Amount of Securities to be Offering Aggregate Registration to be Registered Registered Price Per Offering Price Fee Share ----------------------------------------- ----------------------- --------------- ----------------- --------------- Common Stock, par value $.10 per share 654,684 shares (1) $37.38(2) $24,472,087 (2) $7,219 ----------------------------------------- ----------------------- --------------- ----------------- --------------- Common Stock, par value $.10 per share 14,515,240 shares (3) $52.8125(4) $766,586,113 (4) $226,143 ----------------------------------------- ----------------------- --------------- ----------------- --------------- Total 15,169,924 shares $233,362 ========================================= ======================= =============== ================= ===============
(1) Issuable upon exercise of stock options previously granted under the Clear Channel Communications, Inc. 1998 Stock Incentive Plan and pursuant to certain other option agreements. (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. (3) Issuable upon the exercise of options or other incentive stock grants to be granted under the Clear Channel Communications, Inc. 1998 Stock Incentive Plan. (4) Pursuant to Rule 457(c), the offering price and registration fee are computed on the basis of the average of the high and low prices of the Common Stock, as reported by the New York Stock Exchange on August 17, 1998. 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 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. 3. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. 4. The Company's Current Report on Form 8-K filed July 10, 1998. 5. The Company's Current Report on Form 8-K filed April 10, 1998. 6. The Company's Current Report on Form 8-K filed March 12, 1998, as amended by Form 8-K/A filed on March 23, 1998. 7. The Company's Current Report on Form 8-K filed December 22, 1997. 8. The Company's Current Report on Form 8-K filed April 17, 1997. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all Common Stock to which this Registration Statement relates has been sold or that deregisters all Common Stock to which this Registration Statement relates then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such reports and 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 owns approximately 180,000 shares of Common Stock (including presently exercisable nonqualified options to acquire approximately 102,000 shares). 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 the Company's Registration Statement on Form S-1 (Reg. No. 33-289161) dated April 19, 1984). 4.2 Third Amended and Restated Credit Agreement by and among Clear Channel Communications, Inc., NationsBank of Texas, N.A., as administrative lender, the First National Bank of Boston, as documentation agent, the Bank of Montreal and Toronto Dominion (Texas), Inc., as co-syndication agents, and certain other lenders dated April 10, 1997. (Incorporated by reference to the exhibits of the Company's Amendment No. 1 to the Registration Statement on Form S-3 (Reg. No. 333-25497) dated May 9, 1997). 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 exhibit 4.2 of the Company'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 exhibit 4.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of KPMG. 23.3 Consent of KPMG Peat Marwick LLP. 23.4 Consent of Arthur Andersen 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 5.1). 24 Power of Attorney (included on signature page of this Registration Statement) 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 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. 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 August 17, 1997. 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 August 17, 1998 L. Lowry Mays Officer and Director /s/ Randall T. Mays Senior Vice President/ August 14, 1998 Randall T. Mays Chief Financial Officer (Principal Financial Officer) /s/ Herbert W. Hill, Jr. Senior Vice President/ August 14, 1998 Herbert W. Hill, Jr. Chief Accounting Officer (Principal Accounting Officer) /s/ Mark P. Mays President, Chief Operating August 14, 1998 Mark P. Mays Officer and Director /s/ B.J. McCombs Director August 14, 1998 B.J. McCombs /s/ Alan D. Feld Director August 14, 1998 Alan D. Feld /s/ Theodore H Strauss Director August 14, 1998 Theodore H. Strauss /s/ John H. Williams Director August 14, 1998 John H. Williams /s/ Karl Eller Director August 14, 1998 Karl Eller EXHIBITS INDEX TO EXHIBITS Exhibit No. 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 the Company's Registration Statement on Form S-1 (Reg. No. 33-289161) dated April 19, 1984). 4.2 Third Amended and Restated Credit Agreement by and among Clear Channel Communications, Inc., NationsBank of Texas, N.A., as administrative lender, the First National Bank of Boston, as documentation agent, the Bank of Montreal and Toronto Dominion (Texas), Inc., as co-syndication agents, and certain other lenders dated April 10, 1997. (Incorporated by reference to the exhibits of the Company's Amendment No. 1 to the Registration Statement on Form S-3 (Reg. No. 333-25497) dated May 9, 1997). 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 exhibit 4.2 of the Company'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 exhibit 4.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of KPMG. 23.3 Consent of KPMG Peat Marwick LLP. 23.4 Consent of Arthur Andersen 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 5.1). 24 Power of Attorney (included on signature page of this Registration Statement) EX-1 2 EXHIBIT 5 OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P. EXHIBIT 5 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 1500 NATIONSBANK PLAZA 300 CONVENT STREET SAN ANTONIO, TEXAS 78205 (210) 281-7000 August 17, 1998 Clear Channel Communications, Inc. 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 Gentlemen: We have acted as counsel to Clear Channel Communications, Inc. (the "Company") in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to 15,169,924 shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"), 169,924 of which are issuable upon exercise of options currently outstanding under certain option agreements (the "Option Agreements") with employees of More Group Plc. ("More Group") (the "More Shares") and 15,000,000 of which are issuable upon exercise of options or other stock incentive grants previously granted and to be granted under the Clear Channel Communications, Inc. 1998 Stock Incentive Plan (the "Plan") (the "Plan Shares"). The law covered by the opinions expressed herein is limited solely to the Federal laws of the United States and the laws of the State of Texas. This firm is a registered limited liability partnership organized under the laws of the State of Texas. We have examined such corporate records, documents, instruments and certificates of the Company and have received such representations from the officers and directors of the Company and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents, instruments, records and certificates submitted to us as originals. We have further assumed that: (i) all applicable state and foreign securities laws will have been complied with, as of any option exercise date with respect to the Option Agreements and the Plan; (ii) the More Shares issuable upon exercise of the options granted pursuant to the Option Agreements will be validly authorized and available for issuance (as of the date hereof, there are a sufficient number of shares of Common Stock authorized, unissued and reserved to cover the issuance of the maximum number of shares of Common Stock currently provided for under the Option Agreements); (iii) the options granted pursuant to the Option Agreements will be exercised in accordance with the terms of the Option Agreements and any other applicable documents; (iv) the shares of Common Stock issuable upon exercise of the options or other incentive grants granted under the Plan will be validly authorized and available for issuance (as of the date hereof, there is a sufficient number of shares of Common Stock authorized, unissued and reserved to cover the issuance of the maximum number of shares of Common Stock currently provided for under the Plan); (v) the options or other incentive grants granted under the Plan will be exercised in accordance with the terms of the Plan and any other applicable documents; (vi) the shares of Common Stock issued upon exercise of the Option Agreements or the options or other incentive grants granted under the Plan will be evidenced by appropriate certificates properly executed and delivered; and (vii) on the date of exercise, the options granted pursuant to the Option Agreements and the options or other incentive grants granted under the Plan (and all documents related thereto) will be duly executed, as applicable, authorized, issued and delivered; will constitute the valid and binding obligations of the Company enforceable in accordance with their respective terms; and will be entitled to the benefits provided by the Plan. Based upon the foregoing, we are of the opinion that the More Shares will, if, as, and when the options granted pursuant to the Option Agreements are exercised, and upon issuance and delivery of the Common Stock against payment therefor in the manner contemplated by the Option Agreements, be validly issued, fully paid and non-assessable shares of Common Stock of the Company. We are also of the opinion that the Plan Shares will, if, as, and when the Plan Shares are distributed in the manner contemplated by the Plan, be validly issued, fully paid and non-assessable shares of Common Stock of the Company. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. EX-2 3 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement on Form S-8 of Clear Channel Communications, Inc. of our reports dated March 11, 1998, with respect to the consolidated financial statements and financial statement schedule of Clear Channel Communications, Inc. included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1997 filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP August 14, 1998 San Antonio, Texas EX-3 4 EXHIBIT 23.2 Board of Directors Clear Channel Communications, Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 of Clear Channel Communications, Inc. of our report dated March 4, 1997 (not separately presented in the Company's Annual Report on Form 10-K for the year ended December 31, 1997), relating to the 1996 consolidated financial statements of Australian Radio Network Pty Limited and its controlled entities, which report appears in the Annual Report of Clear Channel Communications, Inc. on Form 10-K for the year ended December 31, 1996. /s/ KPMG KPMG Sydney, Australia August 17, 1998 EX-4 5 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT The Board of Directors Clear Channel Communications, Inc.: We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report on the consolidated financial statements of Heftel Broadcasting Corporation and subsidiaries as of and for the year ended December 31, 1997, which report is included in the Annual Report on Form 10-K of Clear Channel Communications, Inc. for the year ended December 31, 1997. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Dallas, Texas August 17, 1998 EX-5 6 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated March 14, 1997 and March 9, 1995 covering Eller Media Corporation and Eller Investment Company, Inc., respectively, included in Clear Channel Communications, Inc.'s Current Report on Form 8-K, filed April 17, 1997 and to all references to our firm. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Phoenix, Arizona August 14, 1998 EX-6 7 EXHIBIT 23.5 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Clear Channel Communications, Inc. of our report dated March 6, 1998, relating to the consolidated financial statements of Universal Outdoor Holdings, Inc., which appears in the Current Report on Form 8-K of Clear Channel Communications, Inc. dated March 12, 1998, as amended by Form 8-K/A filed on March 23, 1998. /s/ PRICEWATERHOUSECOOPERS LLP PRICEWATERHOUSECOOPERS LLP Chicago, Illinois August 18, 1998 EX-7 8 EXHIBIT 23.6 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Clear Channel Communications, Inc. of our report dated November 3, 1997 relating to the financial statements of Paxson Radio (a division of Paxson Communications Corporation) included in Clear Channel Communications, Inc.'s Current Report on Form 8-K dated December 22, 1997. /s/ PRICEWATERHOUSECOOPERS LLP PRICEWATERHOUSECOOPERS LLP Fort Lauderdale, Florida August 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----