Edgar Filing: CLEAR CHANNEL COMMUNICATIONS INC

As filed with the Securities and Exchange Commission on November 29, 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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The Clear Channel Communications, Inc.
2001 Stock Incentive Plan
(Full title of the Plans)
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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
to be Registered Registered Per Share Fee

Common Stock, par value $.10 per share 30,000,000 shares (1) $45.90 (2) $1,377,000,000 (2) $329,103
========================================= ====================== ================ =================== ===============

(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 November 23,
2001.

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 Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001.

3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001.

4. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

5. The Company's Current Report on Form 8-K filed October 9, 2001.

6. The Company's Current Report on Form 8-K filed January 31, 2001.

7. The Company's Current Report on Form 8-K filed June 14, 2000.

8. 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 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 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 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.

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 Akin, Gump, Strauss, Hauer & Feld, L.L.P. (contained in the
opinion filed as Exhibit 5 to this Registration Statement.

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.

(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.

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 29,
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 29, 2001
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L. Lowry Mays Officer and Director

/s/THOMAS O. HICKS Vice Chairman and Director November 29, 2001
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Thomas O. Hicks

/s/RANDALL T. MAYS Executive Vice President/Chief Financial November 29, 2001
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Randall T. Mays Officer (Principal Financial Officer) and
Director

/s/HERBERT W. HILL, JR. Senior Vice President/Chief Accounting November 29, 2001
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Herbert W. Hill, Jr. Officer (Principal Accounting Officer)

/s/MARK P. MAYS President, Chief Operating Officer and November 29, 2001
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Mark P. Mays Director

/s/B. J. MCCOMBS Director November 29, 2001
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B.J. McCombs

/s/ALAN D. FELD Director November 29, 2001
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Alan D. Feld

/s/THEODORE H. STRAUSS Director November 29, 2001
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Theodore H. Strauss

/s/JOHN H. WILLIAMS Director November 29, 2001
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John H. Williams

/s/KARL ELLER Director November 29, 2001
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Karl Eller

/s/ROBERT L. CRANDALL Director November 29, 2001
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Robert L. Crandall

/s/VERNON E. JORDAN, JR. Director November 29, 2001
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Vernon E. Jordan, Jr.

/s/PERRY J. LEWIS Director November 29, 2001
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Perry J. Lewis

EXHIBITS
INDEX TO EXHIBITS

Exhibit No. Exhibit