SCHEDULE 13D
CUSIP No. 512815-10-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
Lamar Advertising Company
(Name of Issuer)
Class A Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
512815-10-1
(CUSIP Number)
L. Lowry Mays
200 East Basse Road
San Antonio, Texas 78209
--------------- -------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[__] .
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CLEAR CHANNEL COMMUNICATIONS, INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 19,115,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,115,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,115,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
23.92%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 19,115,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,115,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,115,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
23.92%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM HOLDINGS INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 19,115,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,115,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,115,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
23.92%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM OPERATING INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 19,115,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,115,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,115,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
23.92%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
This Amendment No. 3 to Schedule 13D amends and supplements items 2, 4,
5 and 6 contained in the Schedule 13D initially filed with the Securities and
Exchange Commission (the "Commission") on or about June 11, 1999 (the "Initial
13D"), as amended by the Schedules 13D/A filed on or about March 10, 2000 (the
"First Amended 13D") and September 6, 2000 (the "Second Amended 13D" and,
together with the First Amended 13D, the "Amended 13Ds") by AMFM Holdings Inc.
(f/k/a Chancellor Mezzanine Holdings Corporation), AMFM Operating Inc. (f/k/a
Chancellor Media Corporation of Los Angeles), AMFM Inc. (f/k/a Chancellor Media
Corporation), Capstar Broadcasting Partners, Inc. (with respect to the Amended
13Ds) and Clear Channel Communications, Inc. (with respect to the Second Amended
13D), with respect to the Class A Common Stock, $0.001 par value (the "Common
Stock"), of Lamar Advertising Company (the "Company"). Items 1 and 3 remain
unchanged. Capitalized terms used herein but not defined shall have the meanings
ascribed to them in the Initial 13D. The Initial 13D is amended and supplemented
as follows:
Item 2. Identity and Background
Item 2 is to be amended as follows:
(a) Name of Person(s) Filing this Statement (the "Filing
Parties"):
Clear Channel Communications, Inc., a Texas corporation
("Clear Channel");
AMFM Inc., a Delaware corporation ("AMFM");
AMFM Holdings Inc., a Delaware corporation ("AMFM Holdings");
and
AMFM Operating Inc., a Delaware corporation ("AMFM Operating")
(b) Principal Business and Office Address:
The address of the principal business office of the Filing
Parties is 200 East Basse Road, San Antonio, Texas 78209.
(c) Present Principal Business:
Each of the Filing Parties is a business organization
principally engaged in the radio broadcasting industry. Clear Channel is also
engaged in the outdoor advertising and entertainment industries.
(d) Convictions in Criminal Proceedings During the Last 5 Years:
None of the Filing Parties have been convicted in a criminal
proceeding during the last 5 years.
(e) Proceedings Involving Federal or State Securities Laws:
None of the Filing Parties have, during the last 5 years, been
a party to any civil proceeding as a result of which it was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
(f) Citizenship
Each of the Filing Parties is organized under the jurisdiction
indicated in paragraph (a) of this Item 2.
The attached Schedule I is a list of the directors and executive
officers of the Filing Parties which contains the following information with
respect to each person:
(i) name;
(ii) principal business address; and
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted.
None of the directors or executive officers of the Filing Parties have
been convicted in a criminal proceeding during the last 5 years.
None of the directors or executive officers of the Filing Parties have,
during the last 5 years, been a party to any civil proceeding as a result of
which he or she was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Each person identified on Schedule I is a United States citizen, with
the exception of Roger Parry who is a citizen of the United Kingdom.
Schedule I to Item 2 is to be amended as follows:
Name, business address and present principal occupation or employment
of the directors and executive officers of the Filing Parties, with the
exception of Clear Channel:
Directors
L. Lowry Mays
Chairman of the Board and Chief Executive Officer
200 East Basse Road
San Antonio, Texas 78209
Mark P. Mays
President/Chief Operating Officer
200 East Basse Road
San Antonio, Texas 78209
Randall T. Mays
Executive Vice President/Chief Financial Officer
200 East Basse Road
San Antonio, Texas 78209
Executive Officers who are not Directors
Herbert W. Hill, Jr.
Senior Vice President/Chief Accounting Officer
200 East Basse Road
San Antonio, Texas 78209
Kenneth E. Wyker
Senior Vice President, General Counsel and Secretary
200 East Basse Road
San Antonio, Texas 78209
Juliana F. Hill
Senior Vice President/Finance
200 East Basse Road
San Antonio, Texas 78209
Name, business address and present principal occupation or employment
of the directors and executive officers of Clear Channel:
Directors
L. Lowry Mays
Chairman of the Board and Chief Executive Officer
200 East Basse Road
San Antonio, Texas 78209
Thomas O. Hicks
Vice Chairman
Chairman of the Board and Chief Executive Officer of Hicks,
Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Mark P. Mays
President/Chief Operating Officer
200 East Basse Road
San Antonio, Texas 78209
Randall T. Mays
Executive Vice President/Chief Financial Officer
200 East Basse Road
San Antonio, Texas 78209
B. J. McCombs
Private Investor
825 Contour Drive
San Antonio, Texas 78212
Alan D. Feld
Attorney in the law firm of Akin, Gump, Strauss, Hauer & Feld,
L.L.P.
1700 Pacific Avenue, 41st Floor
Dallas, Texas 75021
Theodore H. Strauss
Managing Director of Bear, Stearns & Co., Inc.
300 Crescent Court, Suite 200
Dallas, Texas 75201
John H. Williams
Retired Senior Vice President of Everen Securities, Inc.
4727 Lafayette Avenue
Fort Worth, Texas 76107
Karl Eller
Chief Executive Officer of Eller Media
2850 East Camelback Road, Suite 300
Phoenix, Arizona 85016
Robert L. Crandall
Director of American Express Company, Anixter International,
Inc., Celestica, Inc., Halliburton Company and MediaOne
Group, Inc.
5215 North O'Connor Boulevard, Suite 17
Irving, Texas 75039
Vernon E. Jordan, Jr.
Senior Managing Director of Lazard Freres & Co., LLC, and Of
Counsel at the law firm of Akin, Gump, Strauss, Hauer &
Feld, L.L.P.
30 Rockefeller Plaza
New York, New York 10020
Michael J. Levitt
Partner of Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Perry J. Lewis
Heartland Industrial Partners
55 Railroad Avenue
Greenwich, Connecticut 06830
Executive Officers who are not Directors
Herbert W. Hill, Jr.
Senior Vice President/Chief Accounting Officer
200 East Basse Road
San Antonio, Texas 78209
Kenneth E. Wyker
Senior Vice President, General Counsel and Secretary
200 East Basse Road
San Antonio, Texas 78209
W. A. Ripperton Riordan
Executive Vice President/Chief Operating Officer - Television
200 East Basse Road
San Antonio, Texas 78209
Roger Parry
Chief Executive Officer - Clear Channel International
33 Golden Square
London WIR 3PA
Paul Meyer
President/Chief Operating Officer - Eller Media
2850 East Camelback Road, Suite 300
Phoenix, Arizona 85016
Juliana F. Hill
Senior Vice President/Finance
200 East Basse Road
San Antonio, Texas 78209
Randy Michaels
President of Radio
200 East Basse Road
San Antonio, Texas 78209
Kenneth O'Keefe
President/Chief Operating Officer - Radio Group
76 Royalston Road
Wellesley, Massachusetts 02181
Brian Becker
Chief Executive Officer - Live Entertainment/SFX
2000 West Loop South, Suite 1300
Houston, Texas 77027
Item 4. Purpose of Transaction
Item 4 is to be amended as follows:
On August 30, 2000, Clear Channel and AMFM consummated the merger (the
"Merger") of AMFM with and into CCU Merger Sub, Inc., a Delaware corporation and
a wholly-owned subsidiary of Clear Channel ("Merger Sub"), as provided by the
Agreement and Plan of Merger, dated as of October 2, 1999, by and among Clear
Channel, AMFM and Merger Sub.
In connection with the Merger, Clear Channel and AMFM entered into a
Consent Decree with the United States Department of Justice (the "Consent
Decree"), pursuant to which AMFM agreed to dispose of all of its 26,227,273
shares of Common Stock by December 31, 2002 (the "Sell Down"). The description
of the Consent Decree contained herein is qualified in its entirety by reference
to the Consent Decree, which was filed as Exhibit 99(a) to the Second Amended
13D and is incorporated herein by reference in response to this Item 4.
On January 11, 2001, in connection with the Sell Down, AMFM Operating,
a wholly-owned subsidiary of AMFM and holder of record of the Common Stock, sold
5,000,000 shares of Common Stock. The sale was made pursuant to an underwriting
agreement and registration statement on Form S-3 filed by the Company in
accordance with the Amended and Restated Registration Rights Agreement (as
defined in Item 6 below) on September 8, 2000, and which was declared effective
by the Securities and Exchange Commission on September 21, 2000, for a price to
AMFM Operating of $42.25 per share. Up to an additional 750,000 shares of Common
Stock may be purchased from AMFM Operating at the same price per share by the
underwriter to cover over-allotments. The terms of the underwriting agreement
are described in greater detail in Item 6 below.
In addition, from November 16, 2000 to January 4, 2001, AMFM Operating
sold 2,112,200 shares of Common Stock pursuant to Rule 144 of the Securities Act
of 1933, as amended (the "Act"), which sales were also made in connection with
the Sell Down.
Notwithstanding the foregoing and subject to the terms and conditions
of the Consent Decree, the Reporting Person reserves the right to acquire, or
cause to be acquired, additional securities of the Company, to dispose of, or
cause to be disposed, such securities at any time or to formulate other
purposes, plans or proposals regarding the Company or any of its securities, to
the extent deemed advisable in light of general investment and trading policies
of the Reporting Person, market conditions or other factors.
Item 5. Interest in Securities of Issuer
Item 5 is to be amended as follows:
(a) and (b) Each of the Filing Parties may be deemed to have
beneficially owned in the aggregate 19,115,073 shares of the Common Stock of the
Company by virtue of AMFM Operating's ownership of such shares. The aggregate
number of shares of Common Stock covered by this Schedule 13D represents
approximately 23.92% of the outstanding shares of Common Stock as of November
27, 2000 (the most recent date that the Company's outstanding share information
has been made publicly available).
Based upon the terms of the Company's certificate of incorporation, the
shares of Class A Common Stock and Class B Common Stock outstanding and entitled
to vote on matters submitted to stockholders as a single class (except as
otherwise required by Delaware law), with each share of Class A Common Stock
entitled to one vote and each share of Class B Common Stock entitled to ten
votes. Therefore, each of the Filing Parties may be deemed to have shared voting
power representing approximately 7.65% of the outstanding voting power of the
Company as of November 27, 2000.
Each of the Filing Parties disclaims beneficial ownership of all shares
of Common Stock covered by this Schedule 13D not owned of record by it.
(c) Except as set forth herein, to the knowledge of the Filing Parties
with respect to the other persons named in response to paragraph (a), none of
the persons named in response to paragraph (a) has effected any transactions in
shares of the Common Stock during the past 60 days. The table below sets forth
the details of each transaction entered into by AMFM Operating for the sale of
the Common Stock pursuant to Rule 144 of the Act:
- -------------------------- ----------------------- ----------------------
Date of Trade Number of Shares Price Per Share
- -------------------------- ----------------------- ----------------------
- -------------------------- ----------------------- ----------------------
November 16, 2000 470,000 $44.8378
- -------------------------- ----------------------- ----------------------
- -------------------------- ----------------------- ----------------------
December 8, 2000 200,000 $40.5000
- -------------------------- ----------------------- ----------------------
- -------------------------- ----------------------- ----------------------
December 11, 2000 535,000 $40.3008
- -------------------------- ----------------------- ----------------------
- -------------------------- ----------------------- ----------------------
December 12, 2000 104,000 $40.5601
- -------------------------- ----------------------- ----------------------
- -------------------------- ----------------------- ----------------------
December 14, 2000 12,000 $40.2760
- -------------------------- ----------------------- ----------------------
- -------------------------- ----------------------- ----------------------
January 3, 2001 291,200 $40.3401
- -------------------------- ----------------------- ----------------------
- -------------------------- ----------------------- ----------------------
January 4, 2001 500,000 $41.8984
- -------------------------- ----------------------- ----------------------
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer
Item 6 is to be amended as follows:
On September 15, 1999, the Company, AMFM Operating, and the Reilly
Family Limited Partnership entered into that certain Stockholders Agreement (the
"Stockholders Agreement") (a copy of which was filed as Exhibit 99(b) to the
First Amended 13D and is incorporated herein by reference in response to this
Item 6). Also on September 15, 1999, the Company, AMFM Operating and AMFM
Holdings entered into that certain Registration Rights Agreement (the
"Registration Rights Agreement") (a copy of which was filed as Exhibit 99(c) to
the First Amended 13D and is incorporated herein by reference in response to
this Item 6). In connection with the Sell Down, the Company, AMFM Operating,
AMFM Holdings, Clear Channel, and the Reilly Family Limited Partnership entered
into the First Amendment to the Stockholders Agreement dated as of July 19, 2000
(the "Amendment") (a copy of which was filed as Exhibit 99(b) to the Second
Amended 13D and is incorporated herein by reference in response to this Item 6).
Also in connection with the Sell Down, the Company, AMFM Operating, AMFM
Holdings and Clear Channel entered into an Amended and Restated Registration
Rights Agreement dated as of July 19, 2000 (the "Amended and Restated
Registration Rights Agreement") (a copy of which was filed as Exhibit 99(c) to
the Second Amended 13D and is incorporated herein by reference in response to
this Item 6).
In connection with the Sell Down, on January 11, 2001, the Company,
AMFM Operating, and Deutsche Banc Alex. Brown Inc. (the "Underwriter") entered
into that certain Underwriting Agreement (the "Underwriting Agreement") (a copy
of which is filed as Exhibit 99(a) to this Schedule 13D and is incorporated
herein by reference in response to this Item 6) pursuant to which the
Underwriter agreed to purchase, and AMFM Operating agreed to sell, 5,000,000
shares of the Common Stock at a price of $42.25 per share, resulting in
$211,250,000 aggregate proceeds to AMFM Operating. In addition, AMFM Operating,
pursuant to the terms of the Underwriting Agreement, granted the Underwriter the
right to purchase up to 750,000 additional shares of the Common Stock at the
same price to cover over-allotments, which right may be exercised by giving
notice to AMFM Operating within 30 days from January 11, 2001. The Common Stock
is to be offered to the public from time to time for sale in one or more
negotiated transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices, subject to receipt and acceptance by the
Underwriter, and subject to its right to reject any order in whole or in part.
In addition, pursuant to the terms of the Underwriting Agreement and a
lock-up agreement (a copy of which is filed as Exhibit 99(b) to this Schedule
13D and is incorporated herein by reference in response to this Item 6) entered
into on January 17, 2001 between AMFM Operating and the Underwriter, AMFM
Operating agreed not to offer, sell, sell short or otherwise dispose of any
shares of Common Stock of the Company or other capital stock of the Company, or
any other securities convertible, exchangeable or exercisable for Common Stock
or derivative of Common Stock owned by such person (or as to which such person
has the right to direct the disposition of) for a period of 60 days after the
date of the Underwriting Agreement, except with the prior written consent of the
Underwriter or except as may be expressly permitted by the terms of such
letters.
The information set forth in Items 2 and 4 above and the Exhibits filed
herewith are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
99(a)Underwriting Agreement, dated as of January 11, 2001, by and among
Lamar Advertising Company, AMFM Operating Inc. and Deutsche Banc Alex.
Brown Inc. (incorporated by reference to Exhibit 1.1 to the current
report on Form 8-K (File No. 000-30242) filed by Lamar Advertising
Company on January 12, 2001).
99(b)Lock-Up Agreement, dated as of January 17, 2001, between AMFM
Operating Inc. and Deutsche Banc Alex. Brown Inc. (filed herewith).
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: January 23, 2001
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Susan Krieg
--------------------------------------------
Name: Susan Krieg
Title: Vice President/Corporate Reporting
AMFM INC.
By: /s/ Susan Krieg
--------------------------------------------
Name: Susan Krieg
Title: Vice President/Corporate Reporting
AMFM HOLDINGS INC.
By: /s/ Susan Krieg
--------------------------------------------
Name: Susan Krieg
Title: Vice President/Corporate Reporting
AMFM OPERATING INC.
By: /s/ Susan Krieg
--------------------------------------------
Name: Susan Krieg
Title: Vice President/Corporate Reporting
Exhibit Index
Name of Exhibit
99(a)Underwriting Agreement, dated as of January 11, 2001, by and among Lamar
Advertising Company, AMFM Operating Inc. and Deutsche Banc Alex. Brown Inc.
(incorporated by reference to the current report on Form 8-K (File No.
000-30242) filed by Lamar Advertising Company on January 12, 2001)
99(b)Lock-Up Agreement, dated as of January 17, 2001, between AMFM Operating
Inc. and Deutsche Banc Alex. Brown Inc. (filed herewith).
Exhibit 99(b)
LOCK-UP AGREEMENT
January 17, 2001
Deutsche Bank Securities Inc.
One South Street
Baltimore, MD 21202
Re: Lamar Advertising Company - Public Offering
Ladies and Gentlemen:
The undersigned understands that you, acting on behalf of yourself and
the several Underwriters, propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Lamar Advertising Company, a Delaware corporation
(the "Company"), and a selling shareholder to be named therein (the "Selling
Shareholders") providing for the public offering (the "Public Offering") by the
several Underwriters to be named in Schedule I to the Underwriting Agreement
(the "Underwriters") of common stock, par value $.001 per share (the "Common
Stock"), of the Company. Capitalized terms set forth herein and not otherwise
defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters' agreement to purchase and make
the Public Offering of the Common Stock, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of Deutsche Bank Securities Inc.
on behalf of the Underwriters, the undersigned will not, during the period
commencing on the date of the prospectus relating to the Public Offering (the
"Prospectus") and ending 60 days thereafter, (1) offer, pledge, announce the
intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock of the Company, or any securities of the
Company which are substantially similar to the Common Stock, including, but not
limited to, (x) any securities convertible into or exercisable or exchangeable
for Common Stock or (y) any shares of Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission, or (2) enter into any
swap, option, future, forward or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common Stock or any
securities of the Company which are substantially similar to the Common Stock,
including, but not limited to, any securities convertible into or exercisable or
exchangeable for Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. In addition, the undersigned agrees that,
without the prior written consent of Deutsche Bank Securities Inc. on behalf of
the Underwriters, it will not, during the aforementioned 60-day period, make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities of the Company which are substantially
similar to the Common Stock, including, but not limited to, any securities
convertible into or exercisable or exchangeable for Common Stock.
Notwithstanding the foregoing, if the undersigned is an individual, he
or she may transfer any Common Stock (or options exercisable into Common Stock
granted under the Company's existing stock option plans which are otherwise
transferable in accordance with such plans) either during his or her lifetime or
on death by will or by intestacy to his or her immediate family or to a trust or
other entity the beneficiaries or equity holders of which are exclusively the
undersigned and/or a member of his or her immediate family; provided, however,
that in any such case it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Common Stock (or options exercisable into Common Stock) transferred
subject to the provisions of this Lock-Up Agreement, and there shall be no
further transfer of such Common Stock (or options exercisable into Common Stock)
except in accordance with this Lock-Up Agreement. For purposes of this Lock-Up
Agreement, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
In furtherance of the foregoing, the Company and any duly appointed
transfer agent for the registration or transfer of the securities described
herein are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-up Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement is not
executed on or before January 31, 2001, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Common Stock to be sold
thereunder, the undersigned shall be released from all obligations under this
Lock-Up Agreement.
The undersigned understands that the Underwriters will be entering into
the Underwriting Agreement and proceeding with the Public Offering in reliance
upon this Lock-Up Agreement.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.
Very truly yours,
AMFM OPERATING, INC.
By: /s/ Randall T. Mays
--------------------------------------------------
Name: Randall T. Mays
Title: Executive Vice President and
Chief Financial Officer
Accepted as of the date first set forth above:
DEUTSCHE BANK SECURITIES INC.
Acting on behalf of itself and the several
Underwriters to be named in Schedule I to the
Underwriting Agreement
By: /s/ Stanley J. Kraska
--------------------------------------------------
Name: Stanley J. Kraska
Title: Managing Director