As filed with the Securities and Exchange Commission on December 3, 2001
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under The Securities Act Of 1933
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CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Texas 74-1787539
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
200 East Basse Road
San Antonio, Texas 78209
(Address, including zip code, of principal executive offices)
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SFX ENTERTAINMENT PROFIT
SHARING AND 401(k) PLAN
(Full title of the Plan)
---------------
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)
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to be Offering Price Offering Price Registration Fee
to be Registered Registered Per Share
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per share 220,000 shares (1) $45.41 (2) $9,990,200 (2) $2,388
--------------------------------------------------------------------------------------------------------------------
Interests in Plan (3) N/A (3) N/A N/A N/A
====================================================================================================================
(1) Estimated maximum aggregate number of shares of Clear Channel
Communications, Inc. (the "Company") common stock purchasable with employee
and employer contributions under the SFX Entertainment Profit Sharing and
401(k) Plan (the "Plan") during the next 12 months.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) and (c) based on the average of the high and low prices
of the Company common stock on November 29, 2001.
(3) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate number of interests to be offered or sold pursuant to the
Plan described herein. This Registration Statement also covers the related
interests in the trust created pursuant to the Plan. In accordance with
Rule 457(h)(2) no separate fee calculation is made for plan interests.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Plan as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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:
1. The Annual Report of the SFX Entertainment Profit Sharing and 401(k)
Plan, on Form 11-K for the fiscal year ended December 31, 2000, filed
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001.
5. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.
6. The Company's Current Report on Form 8-K filed October 9, 2001.
7. The Company's Current Report on Form 8-K filed January 31, 2001.
8. The Company's Current Report on Form 8-K filed June 14, 2000.
9. Portions of the Company's Current Report on Form 8-K filed November
19, 1999 relating to the consolidated financial statements of Capstar
Broadcasting Corporation and Subsidiaries and the report of
PricewaterhouseCoopers LLP dated February 26, 1999, except as to Note
3, which is as of March 15, 1999 (pgs. 56-104 of said Form 8-K).
All documents filed by the Registrant and the Plan pursuant to Sections
13(a),13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this registration statement and prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Alan D. Feld, the sole shareholder of a professional corporation which is a
partner of Akin, Gump, Strauss, Hauer & Feld, L.L.P., is a director of the
Registrant and as of November 15, 2001, owned approximately 83,300 shares of
common stock (including presently exercisable nonqualified options to acquire
approximately 67,000 shares). Vernon E. Jordan, Jr., of counsel to Akin, Gump,
Strauss, Hauer & Feld, L.L.P., is also a director of the Registrant and as of
November 15, 2001, held options exercisable to acquire 90,300 shares of 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).
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 to Clear Channel's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001).
4.15* SFX Entertainment Profit Sharing and 401(k) Plan, as amended.
4.16*Directed Employee Benefit Trust Agreement dated as of December 23, 1999,
between SFX Entertainment, Inc. and Charles Schwab Trust Company.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Ernst & Young LLP
23.4* Consent of PriceWaterhouseCoopers LLP
23.5* Consent of PriceWaterhouseCoopers LLP
23.6* Consent of Hanke, Green & Stein, PC
23.7* Consent of Scott Gildea & Company, LLP
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. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a twenty percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 herein, 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.
(d) Pursuant to Item 8(b) of Form S-8, in lieu of an Internal Revenue
Service ("IRS") determination letter that the Plan is qualified under Section
401 of the Internal Revenue Code, the Registrant hereby undertakes that it has
submitted the Plan and any amendments thereto, and will submit any future
amendments, to the IRS in a timely manner and will make all changes required by
the IRS to qualify the Plan.
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 November 30, 2001.
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 November 30, 2001
L. Lowry Mays Officer and Director
/s/ THOMAS O. HICKS Vice Chairman and Director November 30, 2001
Thomas O. Hicks
/s/ RANDALL T. MAYS Executive Vice President/Chief Financial November 30, 2001
Randall T. Mays Officer (Principal Financial Officer) and
Director
/s/ HERBERT W. HILL, JR. Senior Vice President/Chief Accounting November 30, 2001
Herbert W. Hill, Jr. Officer (Principal Accounting Officer)
/s/ MARK P. MAYS President, Chief Operating Officer and November 30, 2001
Mark P. Mays Director
/s/ B. J. MCCOMBS Director November 30, 2001
B.J. McCombs
/s/ ALAN D. FELD Director November 30, 2001
Alan D. Feld
/s/ THEODORE H. STRAUSS Director November 30, 2001
Theodore H. Strauss
/s/ JOHN H. WILLIAMS Director November 30, 2001
John H. Williams
/s/ KARL ELLER Director November 30, 2001
Karl Eller
/s/ ROBERT L. CRANDALL Director November 30, 2001
Robert L. Crandall
/s/ VERNON E. JORDAN, JR. Director November 30, 2001
Vernon E. Jordan, Jr.
/s/ PERRY J. LEWIS Director November 30, 2001
Perry J. Lewis
EXHIBIT INDEX
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).
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 to Clear Channel's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001).
4.15* SFX Entertainment Profit Sharing and 401(k) Plan, as amended.
4.16*Directed Employee Benefit Trust Agreement dated as of December 23, 1999,
between SFX Entertainment, Inc. and Charles Schwab Trust Company.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Ernst & Young LLP
23.4* Consent of PriceWaterhouseCoopers LLP
23.5* Consent of PriceWaterhouseCoopers LLP
23.6* Consent of Hanke, Green & Stein, PC
23.7* Consent of Scott Gildea & Company, LLP
24 Power of Attorney (included on signature page of this Registration
Statement).
*Filed herewith.