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
---------------
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 (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)
---------------

CLEAR CHANNEL COMMUNICATIONS, INC.
NONQUALIFIED DEFERRED COMPENSATION 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)
---------------

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

--------------------------------------------------------------------------------------------------------------------

Deferred Compensation Obligations $75,000,000 (1) 100% $ 75,000,000 (2) $ 17,925
--------------------------------------------------------------------------------------------------------------------
Common Stock 15,000,000 (3) $45.90 (4) $688,500,000 $164,552
--------------------------------------------------------------------------------------------------------------------
Total $763,500,000 $182,477
====================================================================================================================

(1) The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with
the terms of the Clear Channel Communications, Inc. Nonqualified Deferred
Compensation Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h).
(3) Pursuant to Rule 416, there are also being registered such additional
shares of Registrant's common stock as may become issuable pursuant to the
antidilution provisions of the Clear Channel Communications, Inc.
Nonqualified Deferred Compensation Plan.
(4) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h), on the basis of the price of securities of the
same class, as determined in accordance with Rule 457(c), using the average
of the high and low prices for the Registrant's common stock reported on
the New York Stock Exchange on November 23, 2001.

Part I

INFORMATION REQUIREED 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 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 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.

An aggregate principle amount of $25,000,000 of deferred compensation
obligations are being registered hereby based on estimated contributions of
participants in the Clear Channel Communications, Inc. Nonqualified Deferred
Compensation Plan (the "Plan"). Further amounts may be registered and issued as
new or existing Plan participants elect to defer portions of their compensation
in subsequent years.

The obligations of the Registrant to pay such deferred amounts to the
participants in the Plan in the future in accordance with the terms of the Plan
(the "Obligations") will be unsecured and unsubordinated indebtedness of the
Registrant and will rank pari passu with other unsecured unsubordinated
indebtedness of the Registrant from time to time outstanding. Under the Plan,
there is no limitation on the Registrant's right to issue senior debt or other
securities. The Obligations may also represent amounts that the Registrant has
elected to credit to a participant's account under the Plan.

The amount to be deferred by each participant in the Plan will be
determined in accordance with the Plan based on elections by the participant.
Each Obligation will be payable on a date selected by the participant in
accordance with the terms of the Plan.

Amounts credited to a participant's account are credited with such
earnings, gains and losses as would have accrued to the participant's account
had such funds actually been invested in one or more of the investment funds
designated by the Registrant from time to time. Such investment funds may
include a fund deemed to be invested in the Registrant's common stock. There is
no trading market for the Obligations.

The Obligations are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Any
attempt by any person to transfer or assign benefits under the Plan, other than
a claim for benefits by a Participant or his or her beneficiary(ies), will be
null and void.

The Obligations are not subject to redemption, in whole or in part, prior
to the individual payment dates specified by the participant, at the option of
the Registrant or through operation of a mandatory or optional sinking fund or
analogous provision.

Obligations are not convertible into any other securities of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed to take action with respect to the Obligations and
each participant in the Plan will be responsible for enforcing his or her rights
with respect to the Obligations. The Registrant may establish a "rabbi trust" to
serve as a source of funds from which it can satisfy the obligations.
Participants in the Plan will have no rights to any assets held by a rabbi
trust, except as general creditors of the Registrant. Assets of any rabbi trust
will at all times be subject to the claims of the Registrant's general
creditors.

No events of default exist under the Plan nor is any absence of default
evidence required.

The Registrant reserves the right to amend or terminate the Plan at any
time, except that no such amendment shall adversely affect the right of a
participant to the balance of his or her deferred account as of the date of such
amendment or termination. The Plan will remain in effect until it is terminated.

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*The Clear Channel Communications, Inc. Nonqualified Deferred Compensation
Plan.

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.
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.

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
---------------------------
L. Lowry Mays Officer and Director

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

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

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

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

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

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

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

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

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

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

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

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

EXHIBIT INDEX