PAGE 1 OF 14 PAGES
SCHEDULE 13D
CUSIP NO. 004527107
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. ___)*
The Ackerley Group, Inc.
------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
004527107
--------------
(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 5, 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 2 OF 14 PAGES
CUSIP NO. 004527107
================================================================================
NAME OF REPORTING PERSON
1 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) [ ]
--------------------------------------------------------------------------------
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: 0 shares
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER: 10,172,855(1)(2)
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0 shares
REPORTING
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER: 1,170,000 shares(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,172,855 shares(1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
(1) Includes 9,002,855 shares of common stock, par value $.01 per share, of The
Ackerley Group, Inc., that are subject to an irrevocable proxy in
connection with a Stockholder Voting and Support Agreement attached as
Exhibit 99(b). The reporting person may be deemed to beneficially own such
shares. The filing of this Schedule 13D shall not be deemed an admission
that the reporting person is beneficial owner of such shares.
(2) Includes 1,170,000 shares of common stock, par value $.01 per share, of The
Ackerley Group, Inc., that are held of record by Clear Channel Investments,
Inc., a wholly owned subsidiary of the reporting person. The reporting
person may be deemed to beneficially own such shares. The filing of this
Schedule 13D shall not be deemed an admission that the reporting person is
beneficial owner of such shares.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 14 PAGES
CUSIP NO. 004527107
================================================================================
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clear Channel Investments, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
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
Nevada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0 shares
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER: 1,170,000 shares
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0 shares
REPORTING
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER: 1,170,000 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,170,000 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 14 PAGES
CUSIP NO. 004527107
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of The Ackerley Group, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices at 1301 Fifth Avenue,
Suite 4000, Seattle, Washington 98101.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person(s) Filing this Statement (the "Filing Parties"):
Clear Channel Communications, Inc. ("Clear Channel"); and
Clear Channel Investments, Inc. ("CCI").
(b) Principal Business and Office Address:
The address of the principal business office of Clear Channel and CCI
is 200 East Basse Road, San Antonio, Texas 78209.
(c) Present Principal Business:
Clear Channel is a business organization principally engaged in the
radio broadcasting, outdoor advertising, and live entertainment venue industry.
CCI is a business organization principally engaged in the business of
making strategic investments.
(d) Convictions in Criminal Proceedings During the Last 5 Years:
Neither of the Filing Parties have been convicted in a criminal
proceeding during the last 5 years.
(e) Proceedings Involving Federal or State Securities Laws:
Neither of the Filing Parties have, during the last 5 years, been a
party to any civil proceeding as a result of which it 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.
(f) Citizenship
Clear Channel is a business organization organized under the laws of
Texas.
CCI is a business organization organized under the laws of Nevada.
The attached Schedule I is a list of the directors and executive officers
of Clear Channel and CCI 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.
PAGE 5 OF 14 PAGES
CUSIP NO. 004527107
None of the directors or executive officers of Clear Channel or CCI have
been convicted in a criminal proceeding during the last 5 years.
None of the directors or executive officers of Clear Channel or CCI have,
during the last 5 years, been a party to any civil proceeding as a result of
which any such director or executive officer 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 and CCI identified on Schedule I
is a United States citizen, with the exception of Roger Parry who is a citizen
of the United Kingdom.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Clear Channel did not pay any additional consideration to Barry A. Ackerley
("Ackerley") in connection with the execution and delivery of the Voting
Agreement and Proxy, both of which are described in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
(a) (b) Pursuant to an Agreement and Plan of Merger dated as of October 5,
2001 (the "Merger Agreement"), among Clear Channel, CCMM Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of Clear Channel ("Merger
Sub"), and the Company, and subject to the conditions set forth therein
(including approval by the stockholders of the Company), Merger Sub will be
merged with and into the Company (the "Merger"). The separate corporate
existence of Merger Sub will cease. The Company will be the surviving company in
the Merger and will continue its corporate existence as a wholly-owned
subsidiary of Clear Channel and will continue to be governed by the laws of the
State of Delaware.
The Merger Agreement provides that, at the effective time of the Merger and
without any action on the part of the stockholders, each share of the Common
Stock and the Class B common stock, par value $.01 per share (the "Class B
Common Stock"), shall be treated as follows (subject to the treatment of
fractional shares of Clear Channel common stock described below):
o each share of the Common Stock and each share of the Class B Common
Stock issued and outstanding immediately prior to the effective time
of the Merger will be converted into the right to receive 0.35 of a
share of Clear Channel Common Stock, par value $.10 per share (the
"Clear Channel Common Stock");
o each outstanding option to purchase shares of the Common Stock and
Class B Common Stock granted under the Company's stock option plans or
otherwise, which is outstanding immediately prior to the effective
time of the Merger, whether or not then exercisable, will vest and
become exercisable and will be assumed by Clear Channel and deemed to
constitute an option to acquire, on the same terms and conditions as
were applicable under such option or agreement prior to the effective
time of the Merger (including without limitation adjustments for any
stock dividend, subdivision, reclassification, recapitalization,
split, combination, exchange of shares or similar transaction), the
number of shares of Clear Channel Common Stock as the holder of such
option would be entitled to pursuant to the Merger had the holder
exercised such option in full immediately prior to the effective time
of the Merger; and
PAGE 6 OF 14 PAGES
CUSIP NO. 004527107
o each share of the Common Stock and Class B Common Stock held in the
treasury of the Company or by any of the Company's subsidiaries or by
Clear Channel or any of Clear Channel's subsidiaries will be canceled
and extinguished without any conversion or payment made with respect
to such shares.
No fractional shares of Clear Channel Common Stock will be issued in the
Merger. In lieu of any fractional shares of Clear Channel Common Stock, each
holder of shares of Common Stock and Class B Common Stock who would otherwise
have been entitled to a fraction of a share of Clear Channel Common Stock
pursuant to the Merger Agreement will be paid an amount in cash, without
interest, equal to such holder's fractional share interest multiplied by the
average of the closing prices for a share of Clear Channel Common Stock on the
New York Stock Exchange for the five trading days prior to the closing of the
Merger.
The description contained in this Item 4 of the transactions contemplated
by the Merger Agreement is qualified in its entirety by reference to the full
text of the Merger Agreement, which is incorporated herein by reference and
filed as Exhibit 99(a) hereto.
As an inducement to Clear Channel to enter into the Merger Agreement,
Ackerley has entered into a Voting and Stockholder Support Agreement, dated
October 5, 2001 (the "Voting Agreement"), with Clear Channel, pursuant to which
he agreed to vote, until the date the Merger is effectuated or the date the
Merger Agreement is terminated, as the case may be, 9,002,855 shares of the
Common Stock, which are either held of record by Ackerley or over which he may
be deemed to be the beneficial owner of pursuant to Rule 13d-3(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
o in favor of the Merger and the Merger Agreement;
o against any action that is reasonably likely to result in a breach in
any material respect of any covenant, representation or warranty or
any other obligation of the Company under the Merger Agreement;
o against any offer or proposal for, or any indication of interest in
(whether or not in writing and whether or not delivered to the
Company's stockholders generally), from any person relating to any (i)
direct or indirect acquisition or purchase of a business that
constitutes 15% or more of the net revenues, net income or the assets
of the Company and its subsidiaries taken as a whole, (ii) direct or
indirect acquisition or purchase of 15% or more of any class of equity
securities of the Company or any of its subsidiaries whose business
constitutes 15% or more of the net revenues, net income or assets of
the Company and its subsidiaries, taken as a whole (each a "Material
Subsidiary"), (iii) tender offer or exchange offer that if consummated
would result in any person beneficially owning 15% more of any class
of equity securities of the Company or of any of its Material
Subsidiaries, or (iv) merger, consolidation, business combination,
recapitalization, liquidation, dissolution, share exchange or similar
transaction involving the Company or any of its Material Subsidiaries,
other than the transactions contemplated by the Merger Agreement (each
an "Acquisition Proposal"); and
o to the extent such action is reasonably likely to materially impede,
interfere with, delay, postpone or adversely affect the Merger or the
Merger Agreement in any material respect,
-- against any change in a majority of the Company's board of
directors other than in connection with an annual meeting of
the Company's stockholders with respect to the slate of
directors proposed by the incumbent board of directors (in
which case Ackerley agrees to vote for the slate proposed by
the incumbent board of directors), or
-- against any material change in the Company's corporate
structure or business (except for those actions contemplated
by the Merger Agreement).
PAGE 7 OF 14 PAGES
CUSIP NO. 004527107
In connection with the Voting Agreement, Ackerley also agreed to deliver to
Clear Channel an Irrevocable Proxy (the "Proxy") coupled with an interest with
respect to such 9,002,855 shares of Common Stock, thereby allowing Clear Channel
to vote such shares at any time prior to the date the Merger is effectuated or
the date the Merger Agreement is terminated, as the case may be, in accordance
with the terms of the Voting Agreement.
If (i) any of the shares of Common Stock subject to the Voting Agreement or
any shares of Class B Common Stock held by Ackerley or deemed to be beneficially
owned by Ackerley are disposed of in connection with any Acquisition Proposal,
or (ii) the amount of Merger consideration to be received by the holders of
Common Stock and Class B Common Stock is increased, Ackerley has agreed to pay
to Clear Channel or waive the right to be paid (in the event of an increase in
Merger consideration, if Clear Channel so requests) a certain percentage of the
profits from such alternative transaction or increase in Merger consideration,
as the case may be.
In addition, Ackerley, pursuant to the terms of the Voting Agreement, may
not, unless contemplated by the Merger Agreement, without Clear Channel's
consent:
o offer for sale, sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other
arrangement with respect to or consent to the offer for sale, sale,
transfer, tender, pledge, encumbrance, assignment or other disposition
of, any or all of his Common Stock, or any interest therein;
o grant any proxies or powers of attorney, deposit any of his Common
Stock into a voting trust or enter into a voting agreement with
respect to any of such Common Stock;
o enter into an agreement or arrangement providing for any of the
actions described above;
o take any action that would reasonably be expected to have the effect
of preventing or disabling Ackerley from performing his obligations
under the Voting Agreement; or
o request that the Company register the transfer of any certificated or
uncertificated interest representing any of his Common Stock (other
than as contemplated by the Voting Agreement).
The description contained in this Item 4 of the transactions contemplated
by the Voting Agreement and Proxy are qualified in their entirety by reference
to the full text of the Voting Agreement and Proxy, both of which are
incorporated herein by reference and filed as Exhibit 99(b) hereto.
(c) Not applicable.
(d) Upon consummation of the Merger, the Company will become a wholly-owned
subsidiary of Clear Channel and the board of directors of Merger Sub shall
become the directors of the Company.
(e) None, other than as a result of the Merger, the Company will become a
wholly-owned subsidiary of Clear Channel.
PAGE 8 OF 14 PAGES
CUSIP NO. 004527107
(f) Upon consummation of the Merger, the Company will become a wholly-owned
subsidiary of Clear Channel.
(g) Upon consummation of the Merger, the bylaws of Merger Sub shall become
the bylaws of the Company.
(h) Upon consummation of the Merger, the Common Stock will cease to be
quoted on any quotation system or exchange.
(i) Upon consummation of the Merger, the Common Stock will become eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act.
(j) Other as than described above, Clear Channel currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a)-(j) of Schedule 13D.
Notwithstanding the foregoing, Clear Channel and CCI 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 Clear Channel and CCI, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) and (b) Clear Channel may be deemed, solely for the purpose of Rule
13d-3 of the Exchange Act, to beneficially own, in the aggregate, 10,172,855
shares of the Common Stock, which represent 42.2% of the outstanding Common
Stock, by virtue of CCI's ownership of 1,170,000 shares of the Common Stock and
the 9,002,855 shares of Common Stock subject to the Voting Agreement and Proxy.
Clear Channel may be deemed, solely for the purpose of Rule 13d-3 of the
Exchange Act, to be the beneficial owner of, and have shared dispositive and
voting power over 1,170,000 shares of Common Stock held by CCI, which represent
4.9% of the outstanding Common Stock. Pursuant to the Voting Agreement and
Proxy, Clear Channel may be deemed, solely for the purposed of Rule 13d-3 of the
Exchange Act, to be the beneficial owner of, and share voting power over an
additional 9,002,855 shares of Common Stock with Ackerley, which represent 37.4%
of the outstanding Common Stock.
Based upon the terms of the Company's fourth restated certificate of
incorporation, the outstanding shares of Common Stock and the Class B Common
Stock are entitled to vote on matters submitted to stockholders as a single
class (except as otherwise required by Delaware law), with each share of Common
Stock entitled to one vote and each share of Class B Common Stock entitled to
ten votes. Therefore, the 10,172,855 shares of Common Stock which may be deemed,
solely for the purpose of Rule 13d-3 of the Exchange Act, to be beneficially
owned by Clear Channel represent, in the aggregate, 7.6% of the outstanding
voting power of the Company; the 1,170,000 shares of Common Stock beneficially
owned by (or which may be deemed, solely for the purpose of Rule 13d-3 of the
Exchange Act, to be beneficially owned by) Clear Channel and CCI and over which
Clear Channel and CCI may be deemed to share voting and dispositive power
represent approximately 0.9% of the outstanding voting power of the Company; and
the 9,002,855 shares of Common Stock which may be deemed, solely for the purpose
of Rule 13d-3 of the Exchange Act, to be beneficially owned by Clear Channel and
over which Clear Channel and Ackerley may be deemed to share voting power
represent approximately 6.7% of the outstanding voting power of the Company.
PAGE 9 OF 14 PAGES
CUSIP NO. 004527107
Ownership percentages are based upon 24,078,472 shares of Common Stock and
11,020,622 shares of Class B Common Stock outstanding as of September 21, 2001,
as represented by the Company in the Merger Agreement (the most recent date for
which the Company's outstanding share information has been made available to the
Filing Parties).
Except as set forth herein, Clear Channel and CCI disclaim beneficial
ownership of all shares of Common Stock covered by this Schedule 13D not owned
of record by it, and the filing of this Schedule 13D shall not be deemed an
admission that Clear Channel or CCI is the beneficial owner of any shares of the
Common Stock not held of record by it. The filing of this Schedule 13D shall not
be deemed an admission by the Filing Parties that such persons or any other
persons constitute a group under Rule 13d-5 under the Exchange Act, and the
Filing Parties disclaim membership in a group.
(c) Except as set forth herein, to the knowledge of Clear Channel and CCI,
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
See Item 4 with respect to the Merger Agreement, Voting Agreement and
Proxy. Copies of the Merger Agreement and Voting Agreement and Proxy are
attached hereto as Exhibit 99(a) and 99(b), respectively. Other than as
described herein, to the Filing Parties' knowledge, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Company including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99(a) Agreement and Plan of Merger, dated October 5, 2001, among Clear
Channel Communications, Inc., CCMM Merger Sub, Inc. and The Ackerley
Group, Inc. (incorporated by reference to Exhibit 2.1 to the Current
Report Form 8-K (File No. 001-10321) filed by Clear Channel on
October 9, 2001).
99(b) Stockholder Voting and Support Agreement, dated as of October 5,
2001, by and between Clear Channel Communications, Inc. and Barry A.
Ackerley, and Irrevocable Proxy, dated October 5, 2001, executed by
Barry A. Ackerley (incorporated by reference to Exhibit 2.2 to the
Current Report Form 8-K (File No. 001-10321) filed by Clear Channel
on October 9, 2001).
PAGE 10 OF 14 PAGES
CUSIP NO. 004527107
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Date: October 16, 2001
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Herbert W. Hill, Jr.
-------------------------------------
Name: Herbert W. Hill, Jr.
Title: Senior Vice President/
Chief Accounting Officer
CLEAR CHANNEL INVESTMENTS, INC.
By: /s/ Herbert W. Hill, Jr.
-------------------------------------
Name: Herbert W. Hill, Jr.
Title: Senior Vice President/
Chief Accounting Officer
PAGE 11 OF 14 PAGES
CUSIP NO. 004527107
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
PAGE 12 OF 14 PAGES
CUSIP NO. 004527107
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
PAGE 13 OF 14 PAGES
CUSIP NO. 004527107
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
Name, business address and present principal occupation or employment of
the directors and executive officers of CCI:
Directors
L. Lowry Mays
Chairman of the Board and Chief Executive Officer
200 East Basse Road
San Antonio, Texas 78209
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
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
PAGE 14 OF 14 PAGES
CUSIP NO. 004527107
Juliana F. Hill
Senior Vice President/Finance
200 East Basse Road
San Antonio, Texas 78209
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99(a) Agreement and Plan of Merger, dated October 5, 2001, among
Clear Channel Communications, Inc., CCMM Merger Sub, Inc. and
The Ackerley Group, Inc. (incorporated by reference to Exhibit
2.1 to the Current Report Form 8-K (File No. 001-10321) filed
by Clear Channel on October 9, 2001).
99(b) Stockholder Voting and Support Agreement, dated as of October
5, 2001, by and between Clear Channel Communications, Inc. and
Barry A. Ackerley, and Irrevocable Proxy, dated October 5,
2001, executed by Barry A. Ackerley (incorporated by reference
to Exhibit 2.2 to the Current Report Form 8-K (File No.
001-10321) filed by Clear Channel on October 9, 2001).