As filed with the Securities and Exchange Commission on June 17, 2002
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 incorporation (I.R.S. employer identification number)
or organization)
200 East Basse Road
San Antonio, Texas 78209
(Address, including zip code, of principal executive offices)
_______________
The Clear Channel Communications, Inc.
1998 Stock Incentive Plan
Clear Channel Sharesave Scheme
(Full title of the Plans)
_______________
L. Lowry Mays
200 East Basse Road
San Antonio, Texas 78209
(210) 822-2828
(Name, address and telephone number, including area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed
Title of Amount Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
Common Stock, par value $.10 per share 14,066,804 shares (1) $43.625 (2) $613,664,324.50 (2) $56,457.12
=====================================================================================================================
(1) Issuable upon the issuance of shares pursuant to the exercise of options or
other incentive stock grants available for grant pursuant to the
Registrant's 2001 Incentive Stock Plan.
(2) 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 June 14, 2002.
EXPLANATORY NOTE
As permitted by General Instruction E to Form S-8, this Registration
Statement incorporates by reference the information contained in the
registration statement relating to the Clear Channel Communications, Inc. 1998
Stock Incentive Plan (Registration No. 333-61833).
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:
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, 2001 filed on March 20, 2002.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002 filed on May 14, 2002
3. The Company's Current Report on Form 8-K filed January 18, 2002.
4. The Company's Current Report on Form 8-K filed September 6, 2000,
relating to the condensed consolidated financial statements of AMFM
Inc. and Subsidiaries (pgs. 2-12 of said Form 8-K).
5. The Company's Current Report on Form 8-K filed June 14, 2000,
relating to the consolidated financial statements of AMFM Inc. and
Subsidiaries and the report of PricewaterhouseCoopers LLP dated March
13, 2000 (pgs. 2-48 of said Form 8-K).
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, as of May 31, 2002, owned approximately 90,300 shares of Company
Common Stock, including presently exercisable options to acquire approximately
74,000 shares of Company Common Stock. Vernon E. Jordan, Jr., of counsel to
1
Akin, Gump, Strauss, Hauer & Feld, L.L.P., is also a director of Clear Channel
and as of May 31, 2002, held options exercisable to acquire 92,300 shares of
Company Common Stock.
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 Clear Channel's
registration statement on Form S-1 (Reg. No. 33-289161) dated April 19,
1984).
4.2 Fourth Amended and Restated Credit Agreement by and among Clear Channel
Communications, Inc., Bank of America, N.A., as administrative agent,
Fleet National Bank, as documentation agent, the Bank of Montreal and
Toronto Dominion (Texas), Inc., as co-syndication agents, and certain
other lenders dated June 15, 2000 (incorporated by reference to the
exhibits of Clear Channel's registration statement on Form S-3 (Reg. No.
333-42028) dated July 21, 2000).
2
4.3 Credit Agreement among Clear Channel Communications, Inc., Bank of
America, N.A., as administrative agent, Chase Securities Inc., as
syndication agent, and certain other lenders dated August 30, 2000
(incorporated by reference to the exhibits of Clear Channel's Annual
Report on Form 10-K filed March 20, 2001).
4.4 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 of Clear Channel's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997).
4.5 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 the
exhibits of Clear Channel's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998).
4.6 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 of Clear Channel's Current Report on Form 8-K dated August 27,
1998).
4.7 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 of Clear Channel's Current Report on Form 8-K dated August 27,
1998).
4.8 Fourth Supplemental Indenture dated November 24, 1999, 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 of Clear Channel's Annual Report on Form
10-K filed March 14, 2000).
4.9 Fifth Supplemental Indenture dated June 21, 2000, 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 of Clear Channel's registration statement on Form S-3 (Reg. No.
333-42028) dated July 21, 2000).
4.10 Sixth Supplemental Indenture dated June 21, 2000, 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 of Clear Channel's registration statement on Form S-3 (Reg. No.
333-42028) dated July 21, 2000).
4.11 Seventh Supplemental Indenture dated July 7, 2000, 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 of Clear Channel's registration statement on Form S-3 (Reg. No.
333-42028) dated July 21, 2000).
4.12 Eighth Supplemental Indenture dated September 12, 2000, 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 Clear Channel's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000).
3
4.13 Ninth Supplemental Indenture dated September 12, 2000, 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 Clear Channel's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000).
4.14 Tenth Supplemental Indenture dated October 26, 2001, 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 of Clear Channel's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2* Consent of KPMG LLP.
23.3* Consent of PricewaterhouseCoopers LLP.
23.4 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;
(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.
4
(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
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 June 14, 2002.
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 June 14, 2002
---------------------------
L. Lowry Mays Officer and Director
/s/ MARK P. MAYS President, Chief Operating Officer and June 14, 2002
---------------------------
Mark P. Mays Director
/s/ RANDALL T. MAYS Executive Vice President/Chief Financial June 14, 2002
---------------------------
Randall T. Mays Officer (Principal Financial Officer) and
Director
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief Accounting June 14, 2002
---------------------------
Herbert W. Hill, Jr. Officer (Principal Accounting Officer)
/s/ B.J. MCCOMBS Director June 14, 2002
---------------------------
B.J. McCombs
/s/ ALAN D. FELD Director June 14, 2002
---------------------------
Alan D. Feld
/s/ THOMAS O. HICKS Director June 14, 2002
---------------------------
Thomas O. Hicks
6
/s/ THEODORE H. STRAUSS Director June 14, 2002
---------------------------
Theodore H. Strauss
/s/ JOHN H. WILLIAMS Director June 14, 2002
---------------------------
John H. Williams
/s/ VERNON E. JORDAN, JR. Director June 14, 2002
---------------------------
Vernon E. Jordan, Jr.
/s/ PERRY J. LEWIS Director June 14, 2002
---------------------------
Perry J. Lewis
7
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 Clear Channel's registration statement on Form S-1
(Reg. No. 33-289161) dated April 19, 1984).
4.2 Fourth Amended and Restated Credit Agreement by and among Clear
Channel Communications, Inc., Bank of America, N.A., as
administrative agent, Fleet National Bank, as documentation
agent, the Bank of Montreal and Toronto Dominion (Texas), Inc.,
as co-syndication agents, and certain other lenders dated June
15, 2000 (incorporated by reference to the exhibits of Clear
Channel's registration statement on Form S-3 (Reg. No. 333-42028)
dated July 21, 2000).
4.3 Credit Agreement among Clear Channel Communications, Inc., Bank
of America, N.A., as administrative agent, Chase Securities Inc.,
as syndication agent, and certain other lenders dated August 30,
2000 (incorporated by reference to the exhibits of Clear
Channel's Annual Report on Form 10-K filed March 20, 2001).
4.4 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 of Clear Channel's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
4.5 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 the exhibits of Clear Channel's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).
4.6 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 of Clear Channel's
Current Report on Form 8-K dated August 27, 1998).
4.7 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 of Clear Channel's
Current Report on Form 8-K dated August 27, 1998).
4.8 Fourth Supplemental Indenture dated November 24, 1999, 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 of Clear Channel's
Annual Report on Form 10-K filed March 14, 2000).
4.9 Fifth Supplemental Indenture dated June 21, 2000, 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 of Clear
Channel's registration statement on Form S-3 (Reg. No. 333-42028)
dated July 21, 2000).
4.10 Sixth Supplemental Indenture dated June 21, 2000, 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 of Clear Channel's
registration statement on Form S-3 (Reg. No. 333-42028) dated
July 21, 2000).
4.11 Seventh Supplemental Indenture dated July 7, 2000, 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 of Clear Channel's
registration statement on Form S-3 (Reg. No. 333-42028) dated
July 21, 2000).
4.12 Eighth Supplemental Indenture dated September 12, 2000, 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 Clear Channel's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000).
4.13 Ninth Supplemental Indenture dated September 12, 2000, 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 Clear Channel's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000).
4.14 Tenth Supplemental Indenture dated October 26, 2001, 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 of Clear Channel's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2001.
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2* Consent of KPMG LLP.
23.3* Consent of PricewaterhouseCoopers LLP.
23.4 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.