SCHEDULE 13D
CUSIP No. 512815-10-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)
Lamar Advertising Company
(Name of Issuer)
Class A Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
512815-10-1
(CUSIP Number)
L. Lowry Mays
200 East Basse Road
San Antonio, Texas 78209
(210) 822-2828
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2001
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[__] .
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 14 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CLEAR CHANNEL COMMUNICATIONS, INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 5,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 5,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM HOLDINGS INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 5,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CAPSTAR BROADCASTING PARTNERS, INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 5,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM OPERATING INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 5,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
This Amendment No. 5 to Schedule 13D amends and supplements items 2, 4, 5
and 6 contained in the Schedule 13D initially filed with the Securities and
Exchange Commission (the "Commission") on or about June 11, 1999 (the "Initial
13D"), as amended by the Schedules 13D/A filed on or about March 10, 2000 (the
"First Amended 13D"), September 6, 2000 (the "Second Amended 13D"), January 23,
2001 (the "Third Amended 13D"), and June 7, 2001 (the "Fourth Amended 13D"),
and, together with the First Amended 13D, the Second Amended 13D, the Third
Amended 13D and the Fourth Amended 13D, the "Amended 13Ds") by AMFM Holdings
Inc. (f/k/a Chancellor Mezzanine Holdings Corporation), AMFM Operating Inc.
(f/k/a Chancellor Media Corporation of Los Angeles), AMFM Inc. (f/k/a Chancellor
Media Corporation), Capstar Broadcasting Partners, Inc. (with respect to the
First, Second and Fourth Amended 13Ds) and Clear Channel Communications, Inc.
(with respect to the Second, Third and Fourth Amended 13Ds) (collectively, the
"Filing Parties"), with respect to the Class A Common Stock, $0.001 par value
(the "Common Stock"), of Lamar Advertising Company (the "Company"). Items 1 and
3 remain unchanged. Capitalized terms used herein but not defined shall have the
meanings ascribed to them in the Initial 13D. The Initial 13D is amended and
supplemented as follows:
Item 2. Identity and Background
Item 2 is to be amended as follows:
The attached Schedule I contains an amended list of the directors and
executive officers of Clear Channel Communications, Inc. ("Clear Channel") which
contains the following information with respect to each person:
(i) name;
(ii) principal business address; and
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted.
None of the directors or executive officers of Clear Channel has been
convicted in a criminal proceeding during the last 5 years.
None of the directors or executive officers of Clear Channel has, during
the last 5 years, been a party to any civil proceeding as a result of which he
or she was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Each director and officer of Clear Channel identified on Schedule I is a
United States citizen.
Item 4. Purpose of Transaction
Item 4 is to be amended as follows:
On August 30, 2000, Clear Channel and AMFM Inc. ("AMFM") consummated the
merger (the "Merger") of CCU Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Clear Channel ("Merger Sub"), with and into AMFM, as
provided by the Agreement and Plan of Merger, dated as of October 2, 1999, by
and among Clear Channel, AMFM and Merger Sub.
In connection with the Merger, Clear Channel and AMFM entered into a
Consent Decree with the United States Department of Justice (the "Consent
Decree"), pursuant to which AMFM agreed to dispose of all of its 26,227,273
shares of Common Stock currently held of record by AMFM Operating Inc. ("AMFM
Operating") by December 31, 2002 (the "Sell Down"). The description of the
Consent Decree contained herein is qualified in its entirety by reference to the
Consent Decree, which was filed as Exhibit 99(a) to the Second Amended 13D and
is incorporated herein by reference in response to this Item 4.
On October 22, 2001, in connection with the Sell Down, AMFM Operating sold
5,000,000 shares of Common Stock at a price to AMFM Operating of $30.00 per
share. The sales were made pursuant to an underwriting agreement (the
"Underwriting Agreement") and a registration statement on Form S-3 (the
"Registration Statement") filed by the Company in accordance with the Amended
and Restated Registration Rights Agreement (as defined in Item 6 below) on
September 8, 2000, and which was declared effective by the Securities and
Exchange Commission on September 21, 2000. The terms of the Underwriting
Agreement are described in greater detail in Item 6 below.
Notwithstanding the foregoing and subject to the terms and conditions of
the Consent Decree, the Filing Parties reserve the right to acquire, or cause to
be acquired, additional securities of the Company, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Company or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Filing
Parties, market conditions or other factors.
Item 5. Interest in Securities of Issuer
Item 5 is to be amended as follows:
(a) and (b) Each of the Filing Parties may be deemed to have beneficially
owned in the aggregate 5,365,073 shares of the Common Stock of the Company by
virtue of AMFM Operating's ownership of such shares. The aggregate number of
shares of Common Stock covered by this Schedule 13D represents approximately
6.5% of the outstanding shares of Common Stock as of August 8, 2001 (the most
recent date for which the Company's outstanding share information has been made
available to the Filing Parties).
Based upon the terms of the Company's certificate of incorporation, the
shares of Class A Common Stock and Class B Common Stock outstanding and entitled
to vote on matters submitted to stockholders as a single class (except as
otherwise required by Delaware law), with each share of Class A Common Stock
entitled to one vote and each share of Class B Common Stock entitled to ten
votes. Therefore, each of the Filing Parties may be deemed to have shared voting
power representing approximately 2.16% of the outstanding voting power of the
Company as of August 8, 2001.
Each of the Filing Parties disclaims beneficial ownership of all shares of
Common Stock covered by this Schedule 13D not owned of record by it.
(c) Except as set forth herein, to the knowledge of the Filing Parties with
respect to the other persons named in response to paragraph (a), none of the
persons named in response to paragraph (a) has effected any transactions in
shares of the Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer
Item 6 is to be amended as follows:
On September 15, 1999, the Company, AMFM Holdings Inc. ("AMFM Holdings"),
AMFM Operating, and the Reilly Family Limited Partnership entered into that
certain Stockholders Agreement (the "Stockholders Agreement") (a copy of which
was filed as Exhibit 99(b) to the First Amended 13D and is incorporated herein
by reference in response to this Item 6). Also on September 15, 1999, the
Company, AMFM Operating and AMFM Holdings entered into that certain Registration
Rights Agreement (the "Registration Rights Agreement") (a copy of which was
filed as Exhibit 99(c) to the First Amended 13D and is incorporated herein by
reference in response to this Item 6). In connection with the Sell Down, the
Company, AMFM Operating, AMFM Holdings, Clear Channel, and the Reilly Family
Limited Partnership entered into the First Amendment to the Stockholders
Agreement dated as of July 19, 2000 (the "Amendment") (a copy of which was filed
as Exhibit 99(b) to the Second Amended 13D and is incorporated herein by
reference in response to this Item 6). Also in connection with the Sell Down,
the Company, AMFM Operating, AMFM Holdings and Clear Channel entered into an
Amended and Restated Registration Rights Agreement dated as of July 19, 2000
(the "Amended and Restated Registration Rights Agreement") (a copy of which was
filed as Exhibit 99(c) to the Second Amended 13D and is incorporated herein by
reference in response to this Item 6). The descriptions of the Stockholders
Agreement, the Registration Rights Agreement, the Amendment, and the Amended and
Restated Registration Rights Agreement incorporated herein by reference are
qualified in their entirety by reference to the applicable agreements.
In connection with the Sell Down, on October 17, 2001, the Company, AMFM
Operating, and Goldman, Sachs & Co. (the "Underwriter") entered into that
certain Underwriting Agreement (the "Underwriting Agreement") (a copy of which
is incorporated as Exhibit 99(a) to this Schedule 13D by reference to the
current report on Form 8-K (File No. 000-30242) filed by the Company on October
19, 2001, and is incorporated herein by reference in response to this Item 6)
pursuant to which the Underwriter agreed to purchase, and AMFM Operating agreed
to sell, 5,000,000 shares of the Common Stock at a price of $30.00 per share,
resulting in $150,000,000 aggregate proceeds to AMFM Operating. The Common Stock
is to be offered to the public from time to time for sale in one or more
negotiated transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices, subject to receipt and acceptance by the
Underwriter, and subject to its right to reject any order in whole or in part.
In addition, pursuant to the terms of the Underwriting Agreement and
lock-up agreement (a copy of which is filed as Exhibit 99(b) to this Schedule
13D and is incorporated herein by reference in response to this Item 6) entered
into on October 17, 2001 between AMFM Operating and the Underwriter, AMFM
Operating agreed not to offer, sell, sell short or otherwise dispose of any
shares of Common Stock of the Company or other capital stock of the Company, or
any other securities convertible, exchangeable or exercisable for Common Stock
or derivative of Common Stock owned by such person (or as to which such person
has the right to direct the disposition of) for a period of 45 days after the
date of the Prospectus (as defined therein), except with the prior written
consent of the Underwriter or except as may be expressly permitted by the terms
of such agreement.
The description of the Underwriting Agreement and the lock-up agreement
incorporated herein by reference are qualified in their entirety by reference to
the applicable agreements. The information set forth in Items 2 and 4 above and
the Exhibits filed herewith are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
99(a)Underwriting Agreement, dated as of October 17, 2001, by and among
Lamar Advertising Company, AMFM Operating Inc. and Goldman, Sachs &
Co. (incorporated by reference to Exhibit 1.3 to the Current Report
Form 8-K (File No. 000-30242) filed by Lamar Advertising Company on
October 19, 2001).
99(b)Lock-Up Agreement, dated as of October 17, 2001, between AMFM
Operating Inc. and Goldman, Sachs & Co. (filed herewith).
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 25, 2001
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/HERBERT W. HILL, JR.
-----------------------------------
Herbert W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer
AMFM INC.
By: /s/HERBERT W. HILL, JR.
-----------------------------------
Herbert W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer
AMFM HOLDINGS INC.
By: /s/HERBERT W. HILL, JR.
-----------------------------------
Herbert W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/HERBERT W. HILL, JR.
-----------------------------------
Herbert W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer
AMFM OPERATING INC.
By: /s/HERBERT W. HILL, JR.
-----------------------------------
Herbert W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer
Schedule I
Name, business address and present principal occupation or employment of
the directors and executive officers of Clear Channel:
Directors
L. Lowry Mays
Chairman of the Board and Chief Executive Officer
200 East Basse Road
San Antonio, Texas 78209
Thomas O. Hicks
Vice Chairman
Chairman of the Board and Chief Executive Officer of
Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Mark P. Mays
President/Chief Operating Officer
200 East Basse Road
San Antonio, Texas 78209
Randall T. Mays
Executive Vice President/Chief Financial Officer
200 East Basse Road
San Antonio, Texas 78209
B. J. McCombs
Private Investor
825 Contour Drive
San Antonio, Texas 78212
Alan D. Feld
Attorney in the law firm of Akin, Gump, Strauss, Hauer & Feld,
L.L.P.
1700 Pacific Avenue, 41st Floor
Dallas, Texas 75021
Theodore H. Strauss
Managing Director of Bear, Stearns & Co., Inc.
300 Crescent Court, Suite 200
Dallas, Texas 75201
John H. Williams
Retired Senior Vice President of Everen Securities, Inc.
4727 Lafayette Avenue
Fort Worth, Texas 76107
Karl Eller
Chief Executive Officer of Eller Media
2850 East Camelback Road, Suite 300
Phoenix, Arizona 85016
Robert L. Crandall
Director of American Express Company, Anixter International,
Inc., Celestica, Inc., Halliburton Company and MediaOne
Group, Inc.
5215 North O'Connor Boulevard, Suite 17
Irving, Texas 75039
Vernon E. Jordan, Jr.
Senior Managing Director of Lazard Freres & Co., LLC, and Of
Counsel at the law firm of Akin, Gump, Strauss, Hauer &
Feld, L.L.P.
30 Rockefeller Plaza
New York, New York 10020
Perry J. Lewis
Heartland Industrial Partners
55 Railroad Avenue
Greenwich, Connecticut 06830
Executive Officers who are not Directors
Herbert W. Hill, Jr.
Senior Vice President/Chief Accounting Officer
200 East Basse Road
San Antonio, Texas 78209
Kenneth E. Wyker
Senior Vice President, General Counsel and Secretary
200 East Basse Road
San Antonio, Texas 78209
William Moll
President - Television
200 East Basse Road
San Antonio, Texas 78209
Roger Parry
Chief Executive Officer - Clear Channel International
33 Golden Square
London WIR 3PA
Paul Meyer
President/Chief Operating Officer - Eller Media
2850 East Camelback Road, Suite 300
Phoenix, Arizona 85016
Juliana F. Hill
Senior Vice President/Finance
200 East Basse Road
San Antonio, Texas 78209
Randy Michaels
President of Radio
200 East Basse Road
San Antonio, Texas 78209
Brian Becker
Chief Executive Officer - Live Entertainment/SFX
2000 West Loop South, Suite 1300
Houston, Texas 77027
Exhibit Index
Name of Exhibit
99(a)Underwriting Agreement, dated as of October 17, 2001, by and among Lamar
Advertising Company, AMFM Operating Inc. and Goldman, Sachs & Co.
(incorporated by reference to Exhibit 1.3 to the Current Report Form 8-K
(File No. 000-30242) filed by Lamar Advertising Company on October 19,
2001).
99(b)Lock-Up Agreement, dated as of October 17, 2001, between AMFM Operating
Inc. and Goldman, Sachs & Co. (filed herewith).
Exhibit 99(b)
LOCK-UP AGREEMENT
October 17, 2001
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Re: Lamar Advertising Company - Public Offering
Ladies and Gentlemen:
The undersigned understands that you (the "Underwriter") propose to enter
into an Underwriting Agreement (the "Underwriting Agreement") with Lamar
Advertising Company, a Delaware corporation (the "Company"), and a selling
shareholder to be named therein (the "Selling Shareholder") providing for the
public offering (the "Public Offering") of Class A Common Stock, par value $.001
per share (the "Common Stock"), of the Company. Capitalized terms set forth
herein and not otherwise defined shall have the meanings set forth in the
Underwriting Agreement.
In consideration of the Underwriter's agreement to purchase and make the
Public Offering of the Common Stock, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of Goldman, Sachs & Co., the
undersigned will not, during the period commencing on the date of the prospectus
relating to the Public Offering (the "Prospectus") and ending 45 days
thereafter, (1) offer, pledge, announce the intention to sell, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock of the
Company, or any securities of the Company which are substantially similar to the
Common Stock, including, but not limited to, (x) any securities convertible into
or exercisable or exchangeable for Common Stock or (y) any shares of Common
Stock which may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations of the Securities and Exchange
Commission, or (2) enter into any swap, option, future, forward or other
agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the Common Stock or any securities of the Company which are
substantially similar to the Common Stock, including, but not limited to, any
securities convertible into or exercisable or exchangeable for Common Stock,
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise. In addition, the undersigned agrees that, without the prior written
consent of Goldman, Sachs & Co. it will not, during the aforementioned 45-day
period, make any demand for, or exercise any right with respect to, the
registration of any shares of Common Stock or any securities of the Company
which are substantially similar to the Common Stock, including, but not limited
to, any securities convertible into or exercisable or exchangeable for Common
Stock.
The restrictions in this letter shall not prohibit (a) transactions
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Public Offering, (b) bona fide gifts or
distributions (including if the stockholder is a partnership, to its partners)
without consideration to individuals who (i) concurrently deliver to you a
letter substantially in the form of this letter and (ii) as a result of such
transfer or distribution, will not be required to make, or shall not voluntarily
make, a filing under Section 16(a) of the Securities Exchange Act of 1934, as
amended (other than a filing on Form 5 made after the expiration of the 45-day
period referenced to above), (c) transfers which occur by operation of law, such
as the rules of intestate succession or statutes governing the effects of a
merger, provided the transferee shall be bound by the terms of this letter, or
(d) the exercise of options (including a cashless exercise) or conversion of
convertible securities outstanding as of the date hereof, provided that the
shares received upon such conversion or exercise shall be subject to the terms
of this letter.
In furtherance of the foregoing, the Company and any duly appointed
transfer agent for the registration or transfer of the securities described
herein are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement is not
executed on or before October 17, 2001, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Common Stock to be sold
thereunder, the undersigned shall be released from all obligations under this
Lock-Up Agreement.
The undersigned understands that the Underwriter will be entering into the
Underwriting Agreement and proceeding with the Public Offering in reliance upon
this Lock-Up Agreement.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.
Very truly yours,
Selling Shareholder
AMFM Operating, Inc.
By: /s/ Juliana Hill
-------------------------------------
Name: Juliana Hill
Title: Senior Vice President - Finance
Accepted as of the date first set forth above:
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
----------------------------------------------
(Goldman, Sachs & Co.)