-----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, S024Z8NJ7eLmTnSCYOri9CGiVT1AfVouvekbwXQfAYqkLoH+bbh1HLALmbZUax1s l7J0zSx930pY+Lk/NvAtvg== 0000950134-99-003592.txt : 19990506 0000950134-99-003592.hdr.sgml : 19990506 ACCESSION NUMBER: 0000950134-99-003592 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19990505 EFFECTIVENESS DATE: 19990505 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 POS SEC ACT: SEC FILE NUMBER: 333-72839 FILM NUMBER: 99611451 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 POS 1 POST EFFECTIVE AMEND NO 1 TO FORM S-4 ON FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1999 REGISTRATION NO. 333-72839 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 ON 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 CONCORD PLAZA, SUITE 600 L. LOWRY MAYS SAN ANTONIO, TEXAS 78216 200 CONCORD PLAZA, SUITE 600 (Address, including zip code, of principal SAN ANTONIO, TEXAS 78216 executive offices) (210) 822-2828 (Name, address and telephone number, including area code, of agent for service)
--------------- STOCK OPTION AND STOCK APPRECIATION RIGHTS AGREEMENTS WITH CERTAIN EXISTING AND FORMER DIRECTORS, OFFICERS, EMPLOYEES AND CONSULTANTS OF JACOR COMMUNICATIONS, INC. (Full title of the Plans) --------------- 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) --------------- CALCULATION OF REGISTRATION FEE
============================================ ======================= ============== ================== ============== PROPOSED PROPOSED MAXIMUM TITLE OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE OFFERING OFFERING PRICE REGISTRATION TO BE REGISTERED REGISTERED (1) PRICE PER FEE SHARE ============================================ ======================= ============== ================== ============== Common Stock, par value $.10 per share 3,665,873 shares (2) (3) (3) (3) ============================================ ======================= ============== ================== ==============
(1) The number of shares of Common Stock registered hereby is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Consisting of, on an as converted basis, 3,665,873 shares of Common Stock reserved for issuance pursuant to certain option agreements assumed by Registrant in connection with its merger with Jacor Communications, Inc. (3) Not applicable. All filing fees payable in connection with the issuance of these securities were paid in connection with the filing of the Registrant's Registration Statement on Form S-4 (No. 333-72839) filed February 24, 1999. (*) Filed as a Post-effective Amendment on Form S-8 to such Form S-4 registration statement pursuant to the procedure described herein in the section captioned "Introductory Statement." =============================================================================== 2 INTRODUCTORY STATEMENT On May 4, 1999, Clear Channel Communications, Inc. (the "Company" or the "Registrant") and Jacor Communications, Inc., a Delaware corporation ("Jacor"), consummated the merger (the "Merger") of Jacor with and into CCU Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), as provided by the Agreement and Plan of Merger, dated as of October 8, 1998, as amended by an Amendment No. 1, dated November 11, 1998 (as amended, the "Merger Agreement"), by and among the Company, Jacor and Merger Sub. Jacor's common stock ("Jacor Common Stock") is no longer transferable, and all certificates evidencing shares of Jacor Common Stock represent only the right to receive without interest, shares of the Company's common stock ("Common Stock") in accordance with the provisions of the Merger Agreement. In connection with the Merger, the Company assumed each unexpired and unexercised outstanding stock option to purchase Jacor Common Stock (each a "Jacor Option") issued pursuant to the Jacor 1993 Stock Option Plan, the Jacor 1997 Long-Term Incentive Stock Plan, the Jacor 1997 Non-Employee Directors Stock Plan and the Jacor Non-Qualified Stock Option Agreements with John W. Alexander, Rod F. Dammeyer, F. Philip Handy, Marc Lasry, David Rosen and Sheli Z. Rosenberg and each unexpired and unexercised outstanding stock appreciation right to acquire Jacor Common Stock (each a "Jacor SAR") issued pursuant to the Jacor 1997 Long-Term Incentive Stock Plan. Therefore, each Jacor Option and Jacor SAR was automatically converted into an option to purchase or acquire that number of shares of Common Stock equal to the number of shares of Jacor Common Stock that could have been purchased or acquired under such Jacor Option and Jacor SAR multiplied by 1.1573151 (the "Exchange Ratio"), at a price per share of Common Stock equal to the exercise price determined pursuant to such Jacor Option and Jacor SAR divided by the Exchange Ratio. The Registrant hereby amends its registration statement of Form S-4 (No. 333-72839) (the "Form S-4") by filing this Post-effective Amendment No. 1 thereto on Form S-8 ("Post-effective Amendment No. 1") relating to up to 3,665,873 shares of Common Stock issuable pursuant to certain Jacor Options and Jacor SARs assumed by the Company in the Merger. All such shares of Common Stock were previously registered on the Form S-4, and are being transferred to this Form S-8. 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"). 1 3 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, 1998. 2. Current Report on Form 8-K/A filed December 10, 1998, as amended by Form 8-K/A filed February 23, 1999 and Form 8-K/A filed April 12, 1999. 3. Current Report on Form 8-K filed October 9, 1998. 4. Current Report on Form 8-K filed July 10, 1998, as amended by Form 8-K/A filed September 4, 1998, Form 8-K/A filed January 14, 1999 and Form 8-K/A filed February 23, 1999. 5. Current Report on Form 8-K filed March 12, 1998, as amended by Form 8-K/A filed on March 23, 1998 and Form 8-K/A filed on February 23, 1999. 6. Current Report on Form 8-K filed December 22, 1997, as amended by Form 8-K/A filed February 23, 1999. 7. Current Report on Form 8-K filed April 17, 1997. 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. 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 April 8, 1999, owned approximately 131,000 shares of Common Stock, including presently exercisable options to acquire approximately 114,500 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 2 4 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). 3 5 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 to the Company'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 to the Company's Current Report on Form 8-K dated August 27, 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 LLP. 23.4* Consent of Arthur Andersen LLP. 23.5* Consent of PricewaterhouseCoopers LLP. 23.6* Consent of Price Waterhouse. 23.7* Consent of PricewaterhouseCoopers LLP. 23.8* Consent of PricewaterhouseCoopers LLP. 23.9* 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). *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. 4 6 Notwithstanding the foregoing, any increase or decrease in 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 a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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. 5 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 Post-effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on May 4, 1999. 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 Post-effective Amendment No. 1, 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 Post-effective Amendment No. 1 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 May 4, 1999 L. Lowry Mays Officer and Director /s/ RANDALL T. MAYS - ------------------------------- Senior Vice President/Chief Financial May 4, 1999 Randall T. Mays Officer (Principal Financial Officer) and Director /s/ HERBERT W. HILL, JR. - ------------------------------- Senior Vice President/Chief Accounting May 4, 1999 Herbert W. Hill, Jr. Officer (Principal Accounting Officer) /s/ MARK P. MAYS - ------------------------------- President, Chief Operating Officer and May 4, 1999 Mark P. Mays Director /s/ B.J. MCCOMBS - ------------------------------- Director May 4, 1999 B.J. McCombs /s/ ALAN D. FELD - ------------------------------- Director May 4, 1999 Alan D. Feld /s/ THEODORE H. STRAUSS - ------------------------------- Director May 4, 1999 Theodore H. Strauss /s/ JOHN H. WILLIAMS - ------------------------------- Director May 4, 1999 John H. Williams /s/ KARL ELLER - ------------------------------- Director May 4, 1999 Karl Eller
8 INDEX TO EXHIBITS
Exhibit No. Exhibits - ----------- -------- 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). 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 to the Company'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 to the Company's Current Report on Form 8-K dated August 27, 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 LLP. 23.4* Consent of Arthur Andersen LLP. 23.5* Consent of PricewaterhouseCoopers LLP. 23.6* Consent of Price Waterhouse. 23.7* Consent of PricewaterhouseCoopers LLP. 23.8* Consent of PricewaterhouseCoopers LLP. 23.9* 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).
*Filed herewith. EX-5 2 OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD, LLP 1 EXHIBIT 5 OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 1500 NATIONSBANK PLAZA 300 CONVENT STREET SAN ANTONIO, TEXAS 78205 (210) 281-7000 May 4, 1999 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 Post-effective Amendment No. 1 to Form S-4 (No. 333-72839) on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to 3,665,873 shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"), issuable upon exercise of options currently outstanding under certain option agreements (the "Option Agreements") with employees of Jacor Communications, Inc. ("Jacor"). 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; (ii) the Common Stock 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; 2 (iv) the shares of Common Stock issued upon exercise of the Option Agreements will be evidenced by appropriate certificates properly executed and delivered; and (v) on the date of exercise, the options granted pursuant to the Option Agreements (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. Based upon the foregoing, we are of the opinion that the Common Stock 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 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-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Post-effective Amendment No. 1 to Form S-4 on Form S-8 of Clear Channel Communications, Inc. of our reports dated February 19, 1999, with respect to the consolidated financial statements and financial statement schedule of Clear Channel Communications, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1998 filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP - --------------------------- ERNST & YOUNG LLP May 3, 1999 San Antonio, Texas EX-23.2 4 CONSENT OF KPMG 1 EXHIBIT 23.2 Board of Directors Clear Channel Communications, Inc. We consent to the incorporation by reference in the Post-effective Amendment No. 1 to Form S-4 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, 1998), 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 May 3, 1999 EX-23.3 5 CONSENT OF KPMG LLP 1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT The Board of Directors Clear Channel Communications, Inc.: We consent to the incorporation by reference in this Post-effective Amendment No. 1 to Form S-4 on Form S-8 of our report on the consolidated financial statements of Heftel Broadcasting Corporation and subsidiaries as of and for the years ended December 31, 1998 and 1997, which report is included in the Annual Report on Form 10-K of Clear Channel Communications, Inc. for the year ended December 31, 1998. /s/ KPMG LLP - ------------------- KPMG LLP Dallas, Texas May 3, 1999 EX-23.4 6 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Form S-4 on Form S-8 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. /s/ ARTHUR ANDERSEN LLP ------------------------- ARTHUR ANDERSEN LLP Phoenix, Arizona May 3, 1999 EX-23.5 7 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Post-effective Amendment No. 1 to Form S-4 of this 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, and Form 8-K/A filed on February 23, 1999. /s/ PRICEWATERHOUSECOOPERS LLP - --------------------------------- PricewaterhouseCoopers LLP Chicago, Illinois May 3, 1999 EX-23.6 8 CONSENT OF PRICE WATERHOUSE 1 EXHIBIT 23.6 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Form S-4 on Form S-8 of Clear Channel Communications, Inc. of our report dated 5 March 1998 (except as to the information presented in Note 29 for which the date is 13 August 1998), relating to the consolidated financial statements of More Group Plc as of and for the year ended 31 December 1997. Such consolidated financial statements appear in the Current Report on Form 8-K/A dated of September 1998, as amended by the Current Reports on Form 8-K/A filed on 14 January and 23 February 1999. /s/ PRICE WATERHOUSE - ---------------------------------------------- Price Waterhouse Chartered Accountants and Registered Auditors London, England 3 May 1999 EX-23.7 9 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.7 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Post-effective Amendment No. 1 to Form S-4 on Form S-8 of Clear Channel Communications, Inc. of our report dated February 12, 1999, on our audits of the consolidated financial statements of Jacor Communications, Inc. and Subsidiaries as of December 31, 1998 and 1997, and for each of the three years in the period ended December 31, 1998. We also consent to the incorporation by reference in this Post-effective Amendment No. 1 to Form S-4 on Form S-8 of Clear Channel Communications, Inc. of our report dated February 11, 1998, on our audits of the consolidated financial statements of Jacor Communications, Inc. and Subsidiaries as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997 /s/ PRICEWATERHOUSECOOPERS LLP - ------------------------------------- PricewaterhouseCoopers LLP Cincinnati, Ohio May 3, 1999 EX-23.8 10 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.8 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Form S-4 (No. 333-72839) on this 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, as amended by Form 8-K/A filed on February 23, 1999. /s/ PRICEWATERHOUSECOOPERS LLP - --------------------------------------- PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Fort Lauderdale, Florida May 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----