-----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, UDX0lFlGElY681vlxN/Nc2gODKPNPo7mjhhs6PcgikGAgJKiQCsvNkxOQlDW7b8b h3AitHG0fU2wvHIZJFJetQ== /in/edgar/work/0000739708-00-000030/0000739708-00-000030.txt : 20001114 0000739708-00-000030.hdr.sgml : 20001114 ACCESSION NUMBER: 0000739708-00-000030 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001109 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: [7310 ] IRS NUMBER: 741787536 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09645 FILM NUMBER: 757856 BUSINESS ADDRESS: STREET 1: 200 E BASSE RD CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 11-K 1 0001.txt 062098.0002 SAN ANTONIO 178889 v2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K [x] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the fiscal year ended December 31, 1999, or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to _________. Commission File Number 1-9645 UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN (Full title of the plan) CLEAR CHANNEL COMMUNICATIONS, INC. 200 East Basse Road San Antonio, Texas 78209 Telephone (210) 822-2828 (Name of Issuer of the securities held pursuant to the plan and address of its principal executive office) UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN INDEX TO FORM 11-K REQUIRED INFORMATION Financial Statements Independent Auditor's Report....................................... 3 Statements of Net Assets Available for Benefits.................... 5 Statement of Changes in Net Assets Available for Benefits.......... 6 Notes to Financial Statements...................................... 7 Supplemental Schedules............................................. 11 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN Date: November 7, 2000 By: /s/ RANDALL T. MAYS ---------------------- Name: Randall T. Mays ----------------- Title: Executive Vice President/ Chief Financial Officer INDEPENDENT AUDITOR'S REPORT To the Trustees of the Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan We have audited the accompanying statements of net assets available for benefits of the Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan as of December 31, 1999 and 1998, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. Except as discussed in the following paragraph, we conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, investment assets held by Nationwide Life Insurance Company, the Custodian of the Plan, and transactions in those assets were excluded from the scope of our audit of the Plan's 1998 financial statements, except for comparing the information provided by the Custodian which is summarized in Note 3 with the related information included in the financial statements. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the Plan's financial statements as of December 31, 1998. The form and content of the information included in the 1998 financial statements, other than that derived from the information certified by the custodian, have been audited by us and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. To the Trustees of the Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan as of December 31, 1999, and the changes in its net assets available for plan benefits for the year then ended in conformity with generally accepted accounting principles. Our audit of the Plan's financial statements as of and for the year ended December 31, 1999, was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and reportable transactions as of and for the year ended December 31, 1999, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental information is the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 31, 1999, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 21, 2000 UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1999 AND 1998 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Assets 1999 1998 INVESTMENTS $ 13,837,351 $ 11,760,322 RECEIVABLES: Employer's contribution 368,085 331,405 Participants' contributions 94,347 231,230 -------------- --------------- Total receivables 462,432 562,635 -------------- --------------- TOTAL ASSETS 14,299,783 12,322,957 LIABILITIES Refundable contributions - 193 -------------- --------------- TOTAL LIABILITIES - 193 -------------- --------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 14,299,783 $ 12,322,764 ============== ===============
UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1999 - --------------------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net appreciation in fair value of investments $ 2,339,397 Dividends and interest 58,210 Other 4,832 --------------- 2,402,439 Contributions: Employer 368,085 Participants 1,744,033 Rollovers 50,306 --------------- 2,162,424 TOTAL ADDITIONS 4,564,863 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 2,587,844 --------------- TOTAL DEDUCTIONS 2,587,844 --------------- Net increase 1,977,019 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 12,322,764 --------------- End of year $ 14,299,783 ===============
UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - ------------------------------------------------------------------------------ 1. DESCRIPTION OF PLAN The following description of the Universal Outdoor, Inc. (the Company and Plan Sponsor) Salary Reduction Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General -- The Plan is a defined contribution plan generally covering all full-time employees of the Company who have one year of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974. Effective December 30, 1999, all of the Plan's investments were placed in a master trust. The Plan's assets represent approximately 5% of the master trust's assets. In October 1997, the Company announced an agreement to merge with Clear Channel Communications, Inc., a San Antonio-based diversified media company. The merger was completed in the second quarter of 1998. Contributions -- Employer contributions to the Plan consist of matching contributions, qualified non-elective contributions, and discretionary contributions made annually at the discretion of the Plan Sponsor's Board of Directors. The employer contribution was $368,085 for the year ended December 31, 1999. Participants may elect to defer a portion of their compensation by an amount which does not exceed the maximum allowed under IRS rules and regulations. Participants are always 100% vested in their voluntary contributions. Participants who terminate their employment during the Plan year for reasons other than death, total and permanent disability or retirement will not share in the non-elective employer contribution and allocation of forfeitures unless necessary to comply with Code Section 410(b) coverage requirement. Each year, participants may contribute up to 15 percent of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers six mutual funds and one money market fund as investment options for participants. Participant Accounts -- Each participant's account is credited with the participant's contribution and allocations of the Plan Sponsor's contribution and Plan earnings and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Forfeitures -- Participant forfeitures of non-vested contributions will be used to reduce employer contributions for the year in which the forfeiture occurs. The amount of forfeitures used to reduce employer contributions for the year ended December 31, 1999, was $20,100. UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - ------------------------------------------------------------------------------ 1. DESCRIPTION OF PLAN (continued) Vesting -- Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Plan Sponsor's contributions is based on years of continuous service. A participant is generally 100% vested after six years of credited service (or upon the death or disability of the participant). Participant Loans -- Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at a fixed rate determined by the Plan Administrator. Payment of Benefits -- On termination of service due to death, disability or retirement, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account or annual installments over a period not to exceed the joint life expectancy of the participant and his or her spouse. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump sum distribution. 2. SUMMARY OF ACCOUNTING POLICIES Investment Valuation and Income Recognition -- The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Use of Estimates -- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 3. PLAN CUSTODIAN For the year ended December 31, 1998, the Plan Administrator elected the method of annual reporting compliance permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and Regulations for reporting and disclosure under the Employee Retirement Income Security Act of 1974. Accordingly, the Custodian has certified that the investments, except for participant notes receivable, as shown in the statements of net assets available for plan benefits and related disclosures included in the accompanying financial statements, are complete and accurate. The Plan's independent auditors did not perform auditing procedures with respect to this information except for comparing such information to the related information included in the financial statements and supplemental schedules. Effective December 30, 1999, the Plan changed to Fidelity Investments Institutional Operations Company, Inc., for its custodial and administrative functions. All of the plan assets previously held by Nationwide Life Insurance were transferred to Fidelity. UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - ------------------------------------------------------------------------------ 4. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets: 1999 1998 American Century Ultra Fund $ - $ 3,118,890 Dreyfus S&P 500 Index Fund - 2,192,100 Fidelity Puritan Fund 1,438,600 1,572,198 Neuberger & Berman Guardian Fund - 1,904,404 Templeton Foreign Fund - 1,087,387 T-Note Rate Fund - 1,288,649 Fidelity Diversified International Fund 1,330,314 - Fidelity Equity Income Fund 1,702,760 - Fidelity Low Priced Stock Fund 3,847,484 - Fidelity Retirement Money Market Portfolio 1,213,285 - Spartan U.S. Equity Index Fund 3,730,764 - ---- During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: Mutual funds $ 2,339,397 ==============
5. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity Investments Institutional Operations Company, Inc. Fidelity Investments Institutional Operations Company, Inc., is the Custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The Plan Sponsor paid approximately $35,000 in administrative expenses related to the Plan for the year. 6. PLAN TERMINATION Universal Outdoor, Inc., adopted a corporate resolution on behalf of the Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan wherein both employer and employee contributions to the Plan were frozen as of December 31, 1999. Participants' account balances are fully vested in the Plan as of December 31, 1999. All employees of Universal Outdoor, Inc., became eligible to participate in the Clear Channel Communications, Inc., 401(k) saving plan effective January 1, 2000. As of the report date, the Plan Sponsor had not expressed an intent to terminate the Plan. UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - ------------------------------------------------------------------------------ 7. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated October 12, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN EMPLOYER IDENTIFICATION NUMBER: 36-2827496 PLAN NUMBER: 002 DECEMBER 31, 1999 - ------------------------------------------------------------------------------ Schedule H, Line 4(i): Schedule of Assets Held for Investment Purposes at End of Year Description of investment including Identity of issue, borrower, maturity date, rate of interest lessor or similar party collateral, par or maturity value Current Value - ----------------------------------- -------------------------------------- -------------- * Fidelity Diversified International Fund Overseas growth mutual fund $ 1,330,314 * Fidelity Equity Income Fund Growth and income mutual fund 1,702,760 * Fidelity Low Priced Stock Fund Growth mutual fund 3,847,484 * Fidelity Puritan Fund Balanced mutual fund 1,438,600 * Fidelity Retirement Money Market Portfolio Money market fund 1,213,285 PIMCO Total Return Fund Income mutual fund 301,177 Spartan U.S. Equity Index Fund Growth and income mutual fund 3,730,764 Participant loans Various due dates with interest rates ranging from 7% to 10% 272,967 -------------- $ 13,837,351 ============== *denotes party-in-interest
UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN EMPLOYER IDENTIFICATION NUMBER: 36-2827496 PLAN NUMBER: 002 DECEMBER 31, 1999 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Schedule H, Line 4(j): Schedule of Reportable Transactions Current Description of Expense value of asset Identity (including interest incurred asset on of party rate and maturity Purchase Selling Lease with transaction Net gain involved in case of a loan) price price rental transaction date or (loss) -------------------------- -------------------- ------------- ------------- ------- ---------- ------------- ------------ * T-Note Rate Fund Guaranteed return $ - $ 676,266 $ - $ - $ 676,266 $ - * Nationwide Money Market Money market fund $ 676,266 $ - $ - $ - $ 676,266 $ - Fund Dreyfus S&P 500 Index Equity mutual fund $ - $ 2,743,756 $ - $ - $ 2,743,756 $ - Fund * Fidelity Puritan Fund Equity/Bond mutual $ - $ 912,343 $ - $ - $ 912,343 $ - fund Neuberger & Berman Equity mutual fund $ - $ 1,290,189 $ - $ - $ 1,290,189 $ - Guardian Fund * Nationwide Money Market Money market fund $ - $ 726,233 $ - $ - $ 726,233 $ - Fund American Century Ultra Equity mutual fund $ - $ 2,944,603 $ - $ - $ 2,944,603 $ - Fund Templeton Foreign Fund Equity/Bond mutual $ - $ 969,004 $ - $ - $ 969,004 $ - fund * Fidelity Puritan Fund Equity/Bond mutual $ 1,434,820 $ - $ - $ - $ 1,434,820 $ - fund * Fidelity Equity Income Growth and income $ 1,691,935 $ - $ - $ - $ 1,691,935 $ - Fund mutual fund * Fidelity Low Priced Growth mutual fund $ 3,803,298 $ - $ - $ - $ 3,803,298 $ - Stock Fund * Fidelity Diversified Overseas growth $ 1,325,122 $ - $ - $ - $ 1,325,122 $ - International mutual Fund fund * Fidelity Retirement Money market fund $ 1,213,097 $ - $ - $ - $ 1,213,097 $ - Money Market Portfolio Spartan U.S. Growth and income $ 3,718,589 $ - $ - $ - $ 3,718,589 $ - Equity Index Fund mutual fund * denotes party-in-interest
-----END PRIVACY-ENHANCED MESSAGE-----