-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EHfwH2tIuGEZxGRI8SSzGgkukQNh4TF9xEAE+wMeR1p/Bfozsp2ly6SAgpU586uZ kfJ5FD1UIYdm1LxG/Gr8gQ== 0000950134-99-008912.txt : 19991018 0000950134-99-008912.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950134-99-008912 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991014 GROUP MEMBERS: 4-M PARTNERS LTD GROUP MEMBERS: MAYS L LOWRY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 741787536 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36026 FILM NUMBER: 99727899 BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: STE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 CONCORD PLAZA SUITE 600 STREET 2: 200 CONCORD PLAZA SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYS L LOWRY CENTRAL INDEX KEY: 0001096790 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 CONCORD PLZ STREET 2: STE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 CONCORD PLZ STREET 2: STE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CLEAR CHANNEL COMMUNICATIONS, INC. ---------------------------------- (Name of Issuer) Common Stock, Par Value $0.10 Per Share --------------------------------------- (Title of Class of Securities) 184502102 -------------- (CUSIP Number) L. LOWRY MAYS CLEAR CHANNEL COMMUNICATIONS, INC. 200 CONCORD PLAZA, SUITE 600 SAN ANTONIO, TEXAS 78216 (210) 822-2828 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 1999 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 ("Act") 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). 2 CUSIP NO. 184502102 13D PAGE 2 OF 11 PAGES ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) L. Lowry Mays ================================================================================ 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 ================================================================================ NUMBER OF 7 SOLE VOTING POWER: 30,300,275 SHARES ------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY ------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 30,300,275 REPORTING ------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER: -0- WITH ================================================================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,300,275 ================================================================================ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES ================================================================================ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% ================================================================================ 14 TYPE OF REPORTING PERSON IN ================================================================================ 3 CUSIP NO. 184502102 13D PAGE 3 OF 11 PAGES ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) 4-M Partners, Ltd. ================================================================================ 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 ================================================================================ NUMBER OF 7 SOLE VOTING POWER: 20,000,000 SHARES ------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY ------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 20,000,000 REPORTING ------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER: -0- WITH ================================================================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000,000 ================================================================================ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES ================================================================================ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% ================================================================================ 14 TYPE OF REPORTING PERSON PN ================================================================================ 4 CUSIP NO. 184502102 13D PAGE 4 OF 11 PAGES SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This schedule relates to the common stock, $ 0.10 par value per share ("Common Stock") of Clear Channel Communications, Inc. (the "Issuer"). The Issuer has its principal executive office at 200 Concord Plaza, Suite 600, San Antonio, Texas 78216. ITEM 2. IDENTITY AND BACKGROUND. (a) Names of the reporting persons: L. Lowry Mays 4-M Partners, Ltd. (L. Lowry Mays is the sole general partner) (b) The business address of each of the reporting persons is 200 Concord Plaza, Suite 600, San Antonio, Texas 78216. (c) Mr. L. Lowry Mays is principally engaged in the media business. Employer: Clear Channel Communications, Inc. Principal business: media Address: 200 Concord Plaza, Suite 600, San Antonio, Texas 78216 4-M Partners, Ltd. is a privately-held personal investment partnership. (d) - (e) During the last five years, none of the reporting persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor have any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. L. Lowry Mays is a United States citizen. 4-M Partners, Ltd. is a limited partnership formed under the laws of the State of Texas. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. 5 CUSIP NO. 184502102 13D PAGE 5 OF 11 PAGES ITEM 4. PURPOSE OF THE TRANSACTION. (a) - (b) As an inducement to AMFM Inc., a Delaware corporation ("AMFM"), to enter into an Agreement and Plan of Merger dated October 2, 1999 (the "Merger Agreement"), with the Issuer and the Issuer's wholly-owned subsidiary, CCU Merger Sub, Inc., a Delaware corporation ("Merger Sub"), each of the reporting persons entered into a Voting Agreement dated October 2, 1999 (the "Voting Agreement") with AMFM. Pursuant to the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into AMFM (the "Merger") and each share of AMFM's common stock, $0.01 par value per share, will convert into the right to receive 0.94 of one share of the Issuer's Common Stock. From the date of execution of the Voting Agreement until the effective time of the Merger or such earlier time, if any, upon which the Merger Agreement is terminated, each of the reporting persons agreed to, among other things, vote (or cause to be voted) the shares of the Issuer's Common Stock owned by them as follows: (1) in favor of the Merger and the approval of the issuance of the Issuer's Common Stock to the holders of AMFM's common stock in the Merger and any actions required in furtherance thereof; (2) in favor of the election of specified individuals as directors to fill five newly created vacancies that will exist on the Issuer's Board of Directors immediately following the effective time of the Merger as a result of action by the Issuer's Board of Directors taken pursuant to the Merger Agreement to expand the Board from eight to 13 members. The five nominees are specified in the Merger Agreement and are as follows: Robert Crandall, Vernon E. Jordan, Jr., Perry J. Lewis, Thomas O. Hicks and either Michael J. Levitt, Lawrence D. Stuart, Jr. or Jack D. Furst. However, under the Merger Agreement, the Issuer may elect to reduce the size of its Board of Directors from eight to seven members prior to the effective time of the Merger, in which case four new vacancies will be created immediately following the effective time of the Merger, and the reporting persons agreed to vote in favor of four specified individuals, as follows: (A) two of the following three individuals mutually selected by the Issuer and AMFM -- Robert Crandall, Vernon E. Jordan, Jr., and Perry J. Lewis, (B) Thomas O. Hicks and (C) either Michael J. Levitt, Lawrence D. Stuart, Jr. or Jack D. Furst; (3) against any action or agreement 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 Issuer under the Merger Agreement; (4) except for certain actions permitted by the Merger Agreement, against any of the following: (A) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Issuer or any of its subsidiaries other than the Merger, (B) a sale or transfer of a material amount of assets of the Issuer or any of its 6 CUSIP NO. 184502102 13D PAGE 6 OF 11 PAGES material subsidiaries or the issuance of any securities of the Issuer or any subsidiary, (C) any change in the Board of Directors of the Issuer other than in connection with an annual meeting of the shareholders of the Issuer with respect to the slate of directors proposed by the incumbent Board of Directors of the Issuer or in connection with the election of the five or four individuals named in the Merger Agreement (as described above) (in which case the reporting persons agreed to vote for the slate proposed by the incumbent Board and the individuals named in the Merger Agreement), or (D) any action that is reasonably likely to materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transaction contemplated by the Merger Agreement. AMFM did not pay any additional consideration to any reporting person in connection with the execution and delivery of the Voting Agreement. 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. The description contained in this Item 4 of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement which is incorporated by reference herein and filed as Exhibit 99.1 hereto. (c) Not applicable. (d) The Merger Agreement obligates the Issuer to take such action as required to cause the size of its Board of Directors immediately after the effective time of the Merger to increase by five members (from eight members to 13 members), and it obligates the Issuer's Board of Directors to nominate five specified individuals for election as directors to fill the newly created vacancies. The five nominees specified in the Merger Agreement are as follows: Robert Crandall, Vernon E. Jordan, Jr., Perry J. Lewis and Thomas O. Hicks and either Michael J. Levitt, Lawrence D. Stuart, Jr. or Jack D. Furst. However, if the Issuer exercises its option under the Merger Agreement to reduce the size of its Board prior to the effective time of the Merger from eight members to seven members, the Merger Agreement obligates the Issuer to cause the size of its Board immediately after the effective time of the Merger to increase by four rather than five members (from seven members to 11 members) and obligates the Issuer's Board to nominate four specified individuals to fill the four newly created vacancies. Such four specified nominees are as follows: (A) two of the following three individuals mutually selected by the Issuer and AMFM -- Robert Crandall, Vernon E. Jordan, Jr., and Perry J. Lewis, (B) Thomas O. Hicks, and (C) either Michael J. Levitt, Lawrence D. Stuart, Jr. or Jack D. Furst. Pursuant to the Merger Agreement, immediately following the effective time of the Merger, Thomas O. Hicks will be appointed Vice Chairman of the Issuer until the earlier of his resignation or removal or until his successor is duly elected and qualified, as the case may be. 7 CUSIP NO. 184502102 13D PAGE 7 OF 11 PAGES The board of directors of the surviving entity immediately following the effective time of the Merger will be the board of directors of Merger Sub immediately preceding the effective time of the Merger. The officers of the surviving entity immediately following the effective time of the Merger will be the officers of AMFM immediately preceding the effective time of the Merger. (e) As a result of the Merger, the holders of common stock of AMFM immediately preceding the effective time of the Merger will become entitled to have each of their shares of AMFM common stock converted into the right to receive 0.94 of one share of the Issuer's Common Stock. (f) Upon consummation of the Merger, AMFM will become a wholly-owned subsidiary of the Issuer. (g) Pursuant to the Merger Agreement, the bylaws of the Issuer will be amended to increase the size of the Board of Directors of the Issuer to permit at least 13 members, unless the Issuer elects to reduce the size of its Board of Directors from eight to seven members prior to the effective time of the Merger, in which case the bylaws of the Issuer will be amended to increase the size of the Board of Directors of the Issuer to permit at least 11 members. Further, the bylaws of the Issuer will be amended to establish an officer position entitled Vice Chairman who shall have such duties as the Chief Executive Officer of the Issuer shall assign from time to time. (h) None. (i) None. (j) Other as than described above, the reporting persons have no plan or proposals which relate to, or may result in, any of the matters listed in Items 4 (a)-(i) of Schedule 13D (although the reporting persons reserve the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) As of the date hereof, L. Lowry Mays beneficially owns 30,300,275 shares of the Issuer's Common Stock, and such shares constitute approximately 8.9% of the total shares of the Issuer's Common Stock issued and outstanding as of the date hereof, assuming the exercise of all options held by Mr. L. Mays. Such shares beneficially owned by Mr. L. Mays include: (1) 8,996,649 shares held by Mr. L. Mays; (2) 995,000 shares subject to options held by Mr. L. Mays; (3) 20,000,000 shares held by 4-M Partners, Ltd., of which Mr. L. Mays is the sole general partner; (4) 209,070 shares held by the Mays Family Foundation; and (5) 99,556 shares held by trusts of which Mr. L. Mays is trustee but not beneficiary. Mr. L. Mays has sole voting and dispositive power with respect to all such shares. 8 CUSIP NO. 184502102 13D PAGE 8 OF 11 PAGES As of the date hereof, 4-M Partners, Ltd. beneficially owns 20,000,000 shares of the Issuer's Common Stock, and such shares constitute approximately 5.0% of the total issued and outstanding shares of the Issuer's Common Stock as of the date hereof, not including shares issuable upon exercise of options. 4-M Partners, Ltd. has sole voting and dispositive power with respect to all such 20,000,000 shares, which voting and dispositive power is exercisable by L. Lowry Mays in his capacity as the sole general partner of 4-M Partners, Ltd. (c) The reporting persons have not effected any transaction in the Issuer's Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In addition to the Voting Agreement previously described in Item 4, L. Lowry Mays is a party to a Buy-Sell Agreement dated May 31, 1977, by and among the Issuer, L. Lowry Mays and B.J. McCombs (the "Buy-Sell Agreement"). The Buy-Sell Agreement restricts the ability of L. Lowry Mays and B.J. McCombs and their heirs, legal representatives, successors and assigns to dispose of shares of the Issuer's Common Stock owned by them. The Buy-Sell Agreement provides that in the event that L. Lowry Mays, B.J. McCombs or their heirs, legal representatives, successors and assigns desire to dispose of their shares of Common Stock, other than by will or intestacy or through gifts to the party's spouse or children, they must offer their shares of Common Stock for a period of 30 days to the Issuer. Thereafter, they must offer, for a period of 30 days, any shares of Common Stock not purchased by the Issuer to the other parties to the Buy-Sell Agreement. If neither the Issuer nor the other parties to the Buy-Sell Agreement agree to purchase all of their shares of Common Stock so offered, the party offering his shares of Common Stock may sell them to a third party during the following 90-day period at a price and on terms not more favorable than those offered to the Issuer and the other parties. In addition, L. Lowry Mays, B.J. McCombs or their heirs, legal representatives, successors and assigns may not, individually or in concert with others, sell any shares of the Issuer's Common Stock so as to deliver voting control to a third party without providing in the sale that all parties to the Buy-Sell Agreement will be offered the same price and terms for their shares as provided in the sale. The description contained in this Item 6 of the Buy-Sell Agreement is qualified in its entirety by reference to the full text of the Buy-Sell Agreement which is incorporated by reference herein and filed as Exhibit 99.2 hereto. 9 CUSIP NO. 184502102 13D PAGE 9 OF 11 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement, dated October 13, 1999, by and between L. Lowry Mays and 4-M Partners, Ltd. Exhibit 2* Agreement and Plan of Merger dated October 2, 1999, by and among AMFM, Inc., Clear Channel Communications, Inc. and CCU Merger Sub, Inc. Exhibit 99.1 Voting Agreement dated October 2, 1999 by and among AMFM Inc., L. Lowry Mays and 4-M Partners, Ltd. Exhibit 99.2 Buy-Sell Agreement dated May 31, 1977 by and among Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs. *Incorporated by reference to the Issuer's Current Report on Form 8-K filed on October 5, 1999. 10 CUSIP NO. 184502102 13D PAGE 10 OF 11 PAGES SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 13, 1999 /s/ L. LOWRY MAYS -------------------------------- L. LOWRY MAYS, Individually 11 CUSIP NO. 184502102 13D PAGE 11 OF 11 PAGES SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 13, 1999 4-M PARTNERS, LTD., a Texas limited partnership By: /s/ L. LOWRY MAYS ----------------------------- Name: L. Lowry Mays Title: General Partner 12 EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 1 Joint Filing Agreement, dated October 13, 1999, by and between L. Lowry Mays and 4-M Partners, Ltd. Exhibit 2* Agreement and Plan of Merger dated October 2, 1999, by and among AMFM, Inc., Clear Channel Communications, Inc. and CCU Merger Sub, Inc. Exhibit 99.1 Voting Agreement dated October 2, 1999 by and among AMFM Inc., L. Lowry Mays and 4-M Partners, Ltd. Exhibit 99.2 Buy-Sell Agreement dated May 31, 1977 by and among Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs. *Incorporated by reference to the Issuer's Current Report on Form 8-K filed on October 5, 1999. EX-1 2 JOINT FILING AGREEMENT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the Statement on Schedule 13D, dated October 13, 1999, with respect to the common stock, par value $0.10, of Clear Channel Communications, Inc., a Texas corporation, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us. Each of the undersigned agrees to be responsible for the timely filing of the Statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, provided that no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is incomplete or inaccurate. Each of the undersigned persons further agrees that this Joint Filing Agreement shall be included as an exhibit to such Statement on Schedule 13D and to any amendments thereto. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 13, 1999. /s/ L. Lowry Mays --------------------------------- L. LOWRY MAYS 4-M PARTNERS, LTD., a Texas limited partnership By: /s/ L. Lowry Mays ------------------------------- Name: L. Lowry Mays Title: General Partner EX-99.1 3 VOTING AGREEMENT 1 EXHIBIT 99.1 VOTING AGREEMENT This VOTING AGREEMENT (the "Agreement"), dated as of this 2nd day of October, 1999, is entered into by and among AMFM INC., a Delaware corporation (the "Company"), and L. LOWRY MAYS and 4-M PARTNERS, LTD., A Texas limited partnership (the "Stockholders"). W I T N E S S E T H: WHEREAS, the Company, CLEAR CHANNEL COMMUNICATIONS, INC., a Texas corporation ("Parent"), and CCU Merger Sub, Inc., a Delaware corporation ("Merger Sub"), have entered into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), pursuant to which the parties thereto have agreed, upon the terms and subject to the conditions set forth therein, to merge Merger Sub with and into the Company (the "Merger"); WHEREAS, as of the date hereof, the Stockholders are the record owners of the number of shares (the "Shares") of common stock, par value $0.10 per share, of Parent ("Parent Common Stock") set forth on Schedule I attached hereto; and WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Company has required that the Stockholders agree, and the Stockholders are willing to agree, to the matters set forth herein. Except as specified herein, terms defined in the Merger Agreement are used herein as defined therein. NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows: 1. Voting of Shares. 1.1. Voting Agreement. Each of the Stockholders hereby agrees to vote (or cause to be voted) all of the Shares (and any and all securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at any annual, special or other meeting of the stockholders of Parent, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (a) in favor of the issuance of Parent Common Stock to the stockholders of the Company in the Merger, any other matters required by Section 5.3 of the Merger Agreement as a Parent Stockholder Approval, and all actions required in furtherance thereof; (b) against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Parent under the Merger Agreement; and (c) except for all such actions which may be permitted to Parent under Section 5.1(b) of the Merger Agreement, against (a) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving Parent or any of its subsidiaries other than the Merger, (b) a sale or transfer of a material amount of assets 2 of Parent or any of its material subsidiaries or the issuance of any securities of Parent or any subsidiary, (c) any change in the Board of Directors of Parent other than in connection with an annual meeting of the shareholders of Parent with respect to the slate of directors proposed by the incumbent Board of Directors of Parent or the Parent Stockholder Approval (as defined in the Merger Agreement) (in which case they agree to vote for the slate proposed by the incumbent Board) or (d) any action that is reasonably likely to materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transaction contemplated by the Merger Agreement. 2. Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to the Company as follows in each case as of the date hereof: 2.1. Binding Agreement. Such Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Stockholder has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 2.2. No Conflict. Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof in each case by such Stockholder (a) requires any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with, or notification to, any governmental entity, (b) results in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any material contract, agreement, instrument, commitment, arrangement or understanding, or results in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to any of the Shares, (c) requires any material consent, authorization or approval of any person other than a governmental entity which has not been obtained, or (d) violates or conflicts with any order, writ, injunction, decree or law applicable to such Stockholder or the Shares. 2.3. Ownership of Shares. Except as set forth in Schedule II and except as may be provided in the organizational documents, if any, of any Stockholder, the Stockholders are the record owners of the Shares free and clear of any security interests, liens, charges, encumbrances, options or restriction on the right to vote the Shares. The Stockholders holds exclusive power to vote the Shares, subject to the limitations set forth in Section 1 of this Agreement. The Shares represent all of the shares of capital stock of Parent owned of record by the Stockholders. 3. Representations and Warranties the Company. The Company represents and warrants to the Stockholders as follows in each case as of the date hereof: 3.1. Binding Agreement. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full 2 3 corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Merger Agreement by the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company except for the approval and adoptions of the Merger Agreement and approval of the Merger by holders of a majority of the shares of Company Common Stock are necessary to authorize the execution, delivery and performance of this Agreement and the Merger Agreement by the Company and the consummation of the transactions contemplated hereby and thereby. The Company has duly and validly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 3.2. No Conflict. Neither the execution and delivery of this Agreement, the consummation by the Company of the transactions contemplated hereby, nor the compliance by the Company with any of the provisions hereof will (a) conflict with or result in a breach of any provision of its Certificate of Incorporation or By-laws, (b) require any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Exchange Act) with, or notification to, any governmental entity, (c) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract, agreement, instrument, commitment, arrangement or understanding, (d) require any material consent, authorization or approval of any person other than a governmental entity, or (e) violate or conflict with any order, writ, injunction, decree or law applicable to the Company. 4. Transfer; Additional Shares. 4.1. Transfers Permitted. The Stockholder may sell, transfer, assign, pledge, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the Shares or any interest contained therein, free from obligations on the transferee, assignee, or pledgee under this Agreement; provided, however, the Stockholder shall not be released from its obligations under Section 1 to the extent that the Stockholder retains voting rights over such Shares. 4.2. Additional Shares. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of Parent on, of or affecting the Shares or (ii) a Stockholder becomes the record owner of any additional shares of Parent Common Stock or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1 hereof, then the terms of this Agreement shall apply to the shares of capital stock or other securities of Parent held by the Stockholder immediately following the effectiveness of the events described in clause (i) or a Stockholder becoming the record owner thereof, as described in clause (ii), as though they were Shares hereunder. Each of the Stockholders hereby agree, while this Agreement is in effect, to promptly notify the Company 3 4 of the number of any new shares of Parent Common Stock acquired by such Stockholder, if any, after the date hereof. 5. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the terms hereof or were otherwise breached and that each party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy which may be available at law or in equity. 6. Termination. Except for Section 7 hereof, which shall survive for the period specified therein, this Agreement shall terminate, with respect to a Stockholder to whom any of the following applies, as applicable, on the earlier of (i) the termination of the Merger Agreement, (ii) the agreement of the parties hereto to terminate this Agreement, (iii) consummation of the Merger and (iv) the date such Stockholder ceases to own any Shares; provided, however, this Agreement shall not terminate with respect to the other Stockholder to whom none of the foregoing clauses (i) through (iv) applies. 7. Indemnification. The Company shall, to the fullest extent permitted under applicable law, indemnify and hold harmless each of the Stockholders against any costs or expenses (including attorneys' fees as provided below), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation by Parent or any stockholder of Parent asserting any breach by the Stockholder of any fiduciary duty on his part to Parent or the other stockholders of Parent by reason of the Stockholder entering into this Agreement, for a period of six years after the date hereof. In the event a Stockholder seeks indemnification from the Company for any such claim, action, suit, proceeding or investigation (whether arising before or after the termination of this Agreement), (a) the Company shall pay the fees and expenses of one counsel selected by such Stockholder and reasonably acceptable to the Company to represent such Stockholder in connection therewith promptly after statements therefor are received, and (b) the Company will cooperate in the defense of any such matter; provided, however, that the Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); provided, further, that in the event that any claim or claims for indemnification under this Section 7 are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the final disposition of any and all such claims. This Section 7 shall survive until the latest of the following: (i) six years from the date hereof, (ii) the termination of this Agreement, and (iii) the final disposition of all claims for indemnification asserted or made within the six-year period following the date hereof. 8. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter's confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five business days after the day when mailed by certified or registered mail, postage prepaid, addressed at the following addresses (or at such other address for a party as shall be specified by like notice): 4 5 If to the Company, to: AMFM Inc. 1845 Woodall Rogers Freeway Suite 1300 Dallas, Texas 75201 Attention: William S. Banowsky, Jr. Facsimile No.: (214) 922-8700 with a copy to: Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court Suite 1600 Dallas, Texas 75201 Attention: Lawrence D. Stuart, Jr. Facsimile No.: (214) 740-7313 If to the Stockholders, to: L. Lowry Mays c/o Clear Channel Communications, Inc. 200 Concord Plaza Suite 600 San Antonio, Texas 78216-6940 with a copy to: Akin, Gump, Strauss, Hauer & Feld L.L.P. 1700 Pacific Avenue Suite 4100 Dallas, Texas 75201 Attention: Michael E. Dillard, P.C. Facsimile No.: (214) 969-4343 9. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. 10. Consideration. This Agreement is granted in consideration of the execution and delivery of the Merger Agreement by the Company. 11. Amendment. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 5 6 12. Successors and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement will be binding upon, inure to the benefit of and be enforceable by each party and such party's respective heirs, beneficiaries, executors, representatives and permitted assigns. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 14. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Texas (without giving effect to the provisions thereof relating to conflicts of law). 15. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. 16. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 17. Stockholder Capacity. Neither of the Stockholders nor any designee of the Stockholders who is or becomes during the term hereof a director or officer of Parent makes any agreement or understanding herein in its capacity as such director or officer. The Stockholder signs solely in his or her capacity as the record holder and beneficial owner of the Stockholder's Shares and nothing herein shall limit or affect any actions taken by the Stockholder or any designee of the Stockholder in his or her capacity as an officer or director of Parent. As used herein, the term "record owner" or "record holder" shall mean ownership of Shares directly or through a nominee. 6 7 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Stockholder and a duly authorized officer of the Company on the day and year first written above. THE COMPANY: AMFM INC., A DELAWARE CORPORATION By: /s/ Thomas O. Hicks -------------------------------------------- Name: Thomas O. Hicks Title: Chairman and Chief Executive Officer STOCKHOLDERS: /s/ L. Lowry Mays ----------------------------------------------- L. LOWRY MAYS 4-M PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP By: /s/ L. Lowry Mays -------------------------------------------- L. Lowry Mays General Partner 8 SCHEDULE I TO VOTING AGREEMENT Name of Stockholder Number of Shares - ------------------- ---------------- L. Lowry Mays 8,996,649 4-M PARTNERS, LTD., a Texas limited partnership 20,000,000 9 SCHEDULE II TO VOTING AGREEMENT The Shares held by L. Lowry Mays are subject to that certain Buy-Sell Agreement, dated May 31, 1977, by and among Parent, L. Lowry Mays and B.J. McCombs. EX-99.2 4 BUY-SELL AGREEMENT 1 EXHIBIT 99.2 BUY-SELL AGREEMENT CLEAR CHANNEL COMMUNICATIONS, INC. THIS AGREEMENT ("Agreement") made and entered into by and among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas corporation ("Company"), and L. LOWRY MAYS, B. J. McCOMBS, JOHN M. SCHAEFER, and JOHN W. BARGER (singularly "Shareholder" and collectively "Shareholders"). W I T N E S S E T H : WHEREAS, the Shareholders own al of the issued and outstanding shares of Common Stock ("Stock") of the Company; and WHEREAS, the Shareholders desire to promote their mutual interests and the interest of the Company and the Company desires to promote its mutual interests with the Shareholders, in providing for continuity and harmony in the management and policies of the Company by imposing certain restrictions and obligations on the Shareholders, the Company and the shares of Stock; NOW, THEREFORE, for the mutual considerations herein expressed and subject to the terms and on the conditions herein stated, the parties hereto agree as follows: 1. Restrictions on Disposition. Each Shareholder acknowledges and agrees that all of his shares of Stock shall be subject to the terms of this Agreement and that none of such shares of Stock nor any right, title or interest therein now owned or hereafter acquired by any Shareholder shall be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of or encumbered (any such action being hereinafter referred to as the "disposition of" or to "dispose of" any such shares) and no such disposition of any such shares of Stock by and Shareholder of any right, title, or interest therein shall be valid or binding except as hereinafter provided. However, disposition by will or intestacy or by gifts to a spouse or children of a Shareholder shall not be deemed a disposition of Stock for purposes of this Agreement. 2. Purchase by Company or Shareholders. No Shareholder who is a party hereto shall dispose of any shares of Stock ("Offered Shares") without first offering in writing to sell such Stock to the Company. The Shareholder desiring to sell his Stock must offer the Offered Shares to the Company by written offer, with copies of such offer to the remaining Shareholders. 2 At any time during the period of thirty (30) days, beginning with the day on which such offer to purchase the Offered Shares is received by the Company, the Company may purchase or redeem from such Shareholder all, or a portion, of the Offered Shares offered by the Shareholder. Any Offered Shares not purchased by the Company must be offered in writing to the other Shareholders. Each Shareholder will be offered his "proportionate share" of the Offered Shares. At any time during the period of thirty (30) days, beginning with the day on which such offer is received by the other Shareholders, each remaining Shareholder may purchase his "proportionate share" of the Offered Shares. If any of the remaining Shareholders do not purchase their "proportionate share" of the Offered Shares, then any Shareholder may, during a ten (10) day period, purchase the remaining Offered Shares. The term "proportionate share" shall mean that portion of the Offered Shares which the shares of such Stock then owned by each Shareholder bear to the shares of such Stock (other than the Offered Shares) then owned by all of the Shareholders. In addition, if any of the Offered Shares are not purchased by the Shareholders to whom they are offered, then, the term "proportionate share" shall not include the shares of Stock owned by such declining Shareholders. If all of the Offered Shares are not purchased by the Company or by the remaining Shareholders within the time limits prescribed above, then the Shareholder desiring to sell such Stock may sell it to any third party purchaser whom he may elect for a period of 90 days thereafter. However, in the event that the Offered Shares are offered to such third party at a lower price than the price at which it was offered to the Company or the remaining Shareholders, or on more favorable terms, the selling Shareholder must offer the Stock to the Company and the remaining Shareholders at the lower price or more favorable terms. Subsequent offers after the original offer shall require the same notice and provision for acceptance as the original offer. 3. Sale of Control. The Shareholders shall not individually nor in concert sell any Stock to any third party in any manner so as to deliver voting control to said third party without providing in any such sale of Stock that all Shareholders will be offered the same price and terms for their Stock as being accepted by the selling Shareholder. 4. Sale to Existing Shareholder. This Agreement shall also apply to the sale of Offered Shares directly to one, or more than one, of the existing Shareholders. 2 3 5. Legend. So long as this Agreement shall be in effect, the certificates of Stock shall be endorsed to reflect the existence of this Agreement. This Agreement shall automatically apply to all stock dividends, stock splits, or recapitalizations of the original shares of Stock covered by this Agreement. 6. Successors and Assigns. This Agreement and the terms and conditions thereof shall be binding on and operate for the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto. EXECUTED this 31st day of May, 1977. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ L. Lowry Mays ----------------------------------------- President /s/ L. Lowry Mays -------------------------------------------- L. LOWRY MAYS /s/ B. J. McCombs -------------------------------------------- B. J. McCOMBS /s/ John M. Schaefer -------------------------------------------- JOHN M. SCHAEFER /s/ John W. Barger -------------------------------------------- JOHN W. 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