-----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, Es7X2RsULsfBovU7Z+bkAI2IjlFA+/fTI+/JnVubN9Fz48n4TbooHNhc6JHcX6s+ hcPG10Yz8QUFW+SLh+aO+w== 0000950134-99-004644.txt : 19990524 0000950134-99-004644.hdr.sgml : 19990524 ACCESSION NUMBER: 0000950134-99-004644 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 10 333-77979 FILED AS OF DATE: 19990520 EFFECTIVENESS DATE: 19990520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 741787536 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-78971 FILM NUMBER: 99631519 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-3MEF 1 FORM S-3 PURSUANT TO RULE 462(B) NO. 333-77979 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1997 REGISTRATION NO. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-3 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 (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) ------------------------- 200 CONCORD PLAZA, SUITE 600 SAN ANTONIO, TEXAS 78216 (210) 822-2828 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------- L. LOWRY MAYS CLEAR CHANNEL COMMUNICATIONS, INC. 200 CONCORD PLAZA, SUITE 600 SAN ANTONIO, TEXAS 78216 (210) 822-2828 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------- COPIES TO: STEPHEN C. MOUNT, ESQ. JOHN WHITE AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. CRAVATH, SWAIN & MOORE 1500 NATIONSBANK PLAZA, 300 CONVENT STREET WORLDWIDE PLAZA, 825 EIGHTH AVENUE SAN ANTONIO, TEXAS 78205 NEW YORK, NEW YORK, 10019 (210) 270-0800 (212) 474-1000 (212) 474-3700 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [x] 333-77979 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
============================================================================================================ Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of each Class of Amount to be Price per Offering Registration Securities to be Registered Registered Share Price(1) Fee(1) - ------------------------------------------------------------------------------------------------------------ Common Stock. . . . . . . . . . 2,300,000 $66.50 $152,950,000 $42,250 ============================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the high and low sales prices of the Class A Common Stock quoted on the New York Stock Exchange, Inc. on May 17, 1999. ================================================================================ 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement on Form S-3 filed by Clear Channel Communications, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") (File No. 333-77979) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 10. Exhibits. All exhibits filed with or incorporated by reference in Registration Statement No. 333-77979 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following which are filed herewith: 5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., special counsel for Clear Channel, regarding the common stock. 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 Exhibit 5.1) II-1 4 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 the requirements for filing on Form S-3 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 May 20, 1999. CLEAR CHANNEL COMMUNICATIONS, INC. BY /s/ L. LOWRY MAYS ------------------------------------------- L. LOWRY MAYS CHAIRMAN AND CHIEF EXECUTIVE OFFICER 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:
Name Title Date ---- ----- ---- /s/ L. LOWRY MAYS Chairman, Chief Executive Officer May 20, 1999 ----------------------------------------- and Director L. LOWRY MAYS /s/ MARK P. MAYS* President, Chief Operating Officer May 20, 1999 --------------------------------------- and Director MARK P. MAYS /s/ RANDALL T. MAYS Executive Vice President/ Chief May 20, 1999 ----------------------------------------- Financial Officer and Director RANDALL T. MAYS (Principal Financial Officer) /s/ HERBERT W. HILL, JR. Senior Vice President/Chief May 20, 1999 ----------------------------------------- Accounting Officer (Principal HERBERT W. HILL, JR. Accounting Officer) /s/ ALAN D. FELD* Director May 20, 1999 ----------------------------------------- ALAN D. FELD /s/ B.J. McCOMBS* Director May 20, 1999 ----------------------------------------- B.J. McCOMBS /s/ THEODORE H. STRAUSS* Director May 20, 1999 ----------------------------------------- THEODORE H. STRAUSS /s/ JOHN H. WILLIAMS* Director May 20, 1999 ----------------------------------------- JOHN H. WILLIAMS /s/ KARL ELLER* Director May 20, 1999 ----------------------------------------- KARL ELLER *By: L. Lowry Mays, Attorney-in-fact Pursuant to a Power of Attorney previously filed.
II-2 5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., special counsel for Clear Channel, regarding the common stock. 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 Exhibit 5.1)
EX-5.1 2 OPINION/CONSENT OF AKIN GUMP STRAUSS HAUER & FELD 1 EXHIBIT 5.1 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 1500 NATIONSBANK PLAZA 300 CONVENT STREET SAN ANTONIO, TEXAS 78205 (210) 270-0800 May 20, 1999 Clear Channel Communications, Inc. 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 Ladies and Gentlemen: We have acted as counsel to Clear Channel Communications, Inc., a Texas corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement"), relating to the offer and sale of 2,300,000 shares of the Company's Common Stock, $.10 par value (the "Common Stock"), by the Company. We have also acted as counsel to the Company in connection with the preparation of a Registration Statement on Form S-3 (File No. 333-77979) (as amended, the "Original Registration Statement"), relating to the offer and sale of up to 20,700,000 shares of the Common Stock. We have, as counsel, examined such corporate records, certificates and other documents and reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinions expressed below. In rendering such opinions, we have assumed the genuineness of all signatures and the authenticity of all documents examined by us. As to various questions of fact material to such opinions, we have relied upon representations of the Company. Based upon such examination and representations, we advise you that, in our opinion: A. The shares of Common Stock which are to be sold and delivered by the Company as contemplated by the Underwriting Agreement (the "Underwriting Agreement"), the form of which is filed as Exhibit 1 to the Original Registration Statement, have been duly and validly authorized by the Company and, when issued and delivered in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid, and non-assessable. B. The shares of Common Stock which are to be sold and delivered by the Selling Shareholder as contemplated by the Underwriting Agreement have been duly and validly authorized and issued by the Company and, when delivered in accordance with the terms of the Underwriting Agreement, will be fully paid, and non-assessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference of this firm under the caption "Legal Opinions" in the Prospectus included as part of the Original Registration Statement and incorporated by reference in 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 reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 and related Prospectus of Clear Channel Communications, Inc. and to the incorporation by reference therein 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. - -------------------------------- ERNST & YOUNG LLP May 20, 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 Registration Statement on Form S-3 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, and to the reference to our firm under the heading "Experts" in the prospectus. - -------------------------------- KPMG Sydney, Australia May 20, 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 Registration Statement on Form S-3 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 and to the reference to our firm under the heading "Experts" in the Registration Statement. - -------------------------------- KPMG LLP Dallas, Texas May 20, 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 Registration Statement on Form S-3 of our reports dated March 14, 1997 and March 9, 1995 covering Eller Media Corporation and Eller Media 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. -------------------------------- ARTHUR ANDERSEN LLP Phoenix, Arizona May 20, 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 Prospectus constituting part of this Registration Statement on Form S-3 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. We also consent to the reference to us under the heading "Experts" in such Prospectus. - -------------------------------- PricewaterhouseCoopers LLP Chicago, Illinois May 20, 1999 EX-23.6 8 CONSENT OF PRICE WATERHOUSE 1 EXHIBIT 23.6 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 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 4 September 1998, as amended by the Current Reports on Form 8-K/A filed on 14 January 1999 and 23 February 1999. We also consent to the reference to our firm under the heading "Experts" in this Registration Statement. - ----------------------------------------------- Price Waterhouse Chartered Accountants and Registered Auditors London, England 20 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 Registration Statement filed pursuant to Rule 462(b) on Form S-3 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 reference to our firm under the caption "Experts." We also consent to the incorporation by reference in this Registration Statement filed pursuant to Rule 462(b) on Form S-3 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. We also consent to the reference to our firm under the caption "Experts." - -------------------------------- PricewaterhouseCoopers LLP Cincinnati, Ohio May 20, 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 the Prospectus constituting part of this Registration Statement on Form S-3 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. We also consent to the reference to us under the heading "Experts" in such Registration Statement. - -------------------------------- PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Fort Lauderdale, Florida May 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----