-----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, Q348T6hRPApAu5htCxw0Y5zbghrXtJc4ndIbMa6VcRTOGvhxkbd7X+hpCgX6Ntzu qWAbycx3kuz/X2yydn57bA== 0000930661-02-002228.txt : 20020627 0000930661-02-002228.hdr.sgml : 20020627 20020627163513 ACCESSION NUMBER: 0000930661-02-002228 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020627 FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09645 FILM NUMBER: 02689486 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 d11k.txt FORM 11-K 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, 2001, 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 - -------------------- Independent Auditor's Report ..................................................................... 3 Financial Statements - -------------------- Statement of Net Assets Available for Plan Benefits .............................................. 4 Statement of Changes in Net Assets Available for Plan Benefits ................................... 5 Notes to Financial Statements .................................................................... 6 Supplemental Schedule - --------------------- Schedule of Assets Held for Investment Purposes at End of Year ................................... 9
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: June 27, 2002 By: /s/ Randall T. Mays ---------------------------------------------------------- Name: Randall T. Mays ---------------------------------------------------- Title: Executive Vice President/Chief Financial Officer --------------------------------------------------- 2 INDEPENDENT AUDITOR'S REPORT To the Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan We have audited the accompanying statements of net assets available for plan benefits of the Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2001. 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. We conducted the audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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. 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, 2001 and 2000, and the changes in its net assets available for plan benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. Our audit of the Plan's financial statements as of and for the year ended December 31, 2001, 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 as of December 31, 2001, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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 as of and for the year ended December 31, 2001, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ THE HANKE GROUP, P.C. May 23, 2002 Page 3 UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2001 AND 2000
ASSETS 2001 2000 INVESTMENTS: Plan interest in Clear Channel Communications, Inc. - Master Trust $ 12,610,823 $ 13,171,550 RECEIVABLES: Due from Clear Channel Communications, Inc. 401(k) Savings Plan - 95,230 ------------ ------------ Total receivables - 95,230 ------------ ------------ TOTAL ASSETS 12,610,823 13,266,780 LIABILITIES Accrued expenses 2,542 3,053 ------------ ------------ TOTAL LIABILITIES 2,542 3,053 ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 12,608,281 $ 13,263,727 ============ ============
See notes to financial statements. Page 4 UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 2001 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net depreciation in fair value of investments $ (224,613) Dividends and interest 486,700 ----------- TOTAL ADDITIONS 262,087 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 905,865 Administrative expenses 11,668 ----------- TOTAL DEDUCTIONS 917,533 ----------- Net decrease (655,446) NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 13,263,727 ----------- End of year $12,608,281 =========== See notes to financial statements. Page 5 UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2001 AND 2000 1. DESCRIPTION OF PLAN The following description of the Universal Outdoor, Inc. (the Company) 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 eligible 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 31, 1999, the Plan froze employer and employee contributions. Active participants were required to leave their assets in the Plan and allowed to contribute to a new account established under the participant's name in the Clear Channel Communications, Inc. 401(k) Savings Plan. All participants in the Plan became 100% vested in their account balance on the date the Plan was frozen. Contributions -- Effective December 31, 1999, the Plan froze new participation and employer and employee contributions. As a result, no contributions were made to the Plan for the year ended December 31, 2001. Participants may reallocate their accounts among investment options offered by the Plan. The Plan currently offers ten registered investment funds and one sponsored stock fund in which participants may invest their funds. Participant Accounts -- Each participant's account is credited with an allocation of the Plan earnings and charged with an allocation of administrative expenses. Allocations are based on 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. Vesting -- All participants of the Plan became 100% vested as of December 31, 1999. Participant Loans -- Participants may borrow $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 Sponsor. 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 Basis of Accounting -- The financial statements of the Plan are prepared using the accrual method of accounting. Page 6 UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (continued) DECEMBER 31, 2001 AND 2000 2. SUMMARY OF ACCOUNTING POLICIES (continued) Investment Valuation and Income Recognition -- The Plan's investments are stated at fair value. The Plan's investments in the common stock are reported at fair value based on quoted market prices. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Participant loans are valued at cost which approximates fair value. Payments of Benefits -- Benefits are recorded when paid. 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 INTEREST IN CLEAR CHANNEL COMMUNICATIONS, INC. - MASTER TRUST Effective December 31, 1999, the Plan transferred all investments to the Clear Channel Communications, Inc. - Master Trust (Master Trust), which is held by Fidelity Management Trust Company (Trustee). The Master Trust was established for the investment of assets of the Plan and four other Clear Channel Communications, Inc. sponsored retirement plans. As such, certain previous investments were liquidated and redirected to other available investment options. The investments in the Master Trust consist primarily of registered investment companies and Company sponsored stock. The purpose of the Master Trust is the collective investment of the assets of participating employee benefit plans of Clear Channel Communications, Inc. The Master Trust's assets are allocated among participating plans by assigning to each plan those transactions (primarily contributions and benefit payments) which can be specifically identified and allocating among all plans (in proportion to the fair value of the assets of each plan) the income and expenses resulting from the collective investment of the assets. The proportionate interest of the Plan in the Master Trust at December 31, 2001 and 2000, was approximately 3.7% and 7.0%, respectively. 4. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets at December 31, 2001 and 2000:
2001 2000 Clear Channel Communications common stock (unitized)* $ 647,549 $ 565,720 Fidelity Diversified International Fund 872,563 1,129,874 Fidelity Retirement Money Market Fund 935,829 966,783 Fidelity Puritan Fund 1,252,603 1,265,395 Fidelity Equity Income Fund 1,366,729 1,549,119 Spartan U.S. Equity Index Fund 2,299,680 2,936,237 Fidelity Low Price Stock Fund 4,160,885 3,452,992
Page 7 UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (continued) DECEMBER 31, 2001 AND 2000 4. INVESTMENTS (continued) During the year ended December 31, 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: Registered investment companies $ (247,558) Common stock - Clear Channel Communications, Inc. (unitized)* 22,945 --------------- $ (224,613) ===============
*A non-registered fund comprised of the underlying Company stock and a short-term cash component. 5. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company (Fidelity). Fidelity is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Clear Channel Communications, Inc., the parent Company, paid approximately $11,500 in administrative expenses related to the Plan for the year ended December 31, 2001. 6. PLAN TERMINATION The Company 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 were fully vested in the Plan as of December 31, 1999. All employees of the Company became eligible to participate in the Clear Channel Communications, Inc., 401(k) Savings Plan effective January 1, 2000. The Plan Sponsor has not expressed an intent to terminate the Plan. 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. Page 8 SUPPLEMENTAL SCHEDULE UNIVERSAL OUTDOOR, INC. SALARY REDUCTION PROFIT SHARING PLAN EMPLOYER IDENTIFICATION NUMBER: 86-0801051 PLAN NUMBER: 004 DECEMBER 31, 2001 Schedule H, Line 4(I): Schedule of Assets Held for Investment Purposes at End of Year
Description of investment Identity of issuer, including maturity date, borrower, lessor or rate of interest, Current similar party collateral, par or maturity value value - -------------------------------------------- ------------------------------------------- -------------- PIMCO Total Return Fund $ 319,053 Janus Twenty Fund 21,609 MSIFT Mid-Cap Growth Advisor Fund 224,524 * Clear Channel Communications, Inc. Common Stock (unitized) 647,549 * Fidelity Management Trust Company Puritan Fund 1,252,603 * Fidelity Management Trust Company Equity Income Fund 1,366,729 * Fidelity Management Trust Company Low Priced Stock Fund 4,160,885 * Fidelity Management Trust Company Diversified International Fund 872,563 * Fidelity Management Trust Company Dividend Growth Fund 171,847 * Fidelity Management Trust Company Retirement Money Market Fund 935,829 Spartan U.S. Equity Index Fund 2,299,680 Participant loans Various due dates with a fixed interest rate of prime plus 1% 337,952 -------------- $ 12,610,823 ==============
* denotes party-in-interest See accompanying independent auditor's report. Page 9 EXHIBIT INDEX 23.1 Consent of The Hanke Group, P.C. EX-23.1 3 dex231.txt CONSENT OF THE HANKE GROUP, P.C. EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Clear Channel Communications, Inc.: We hereby consent to the incorporation by reference in the registration statement on Form S-8 of Clear Channel Communications, Inc. filed on November 13, 2000 (Reg. No. 333-49704) of our report dated May 23, 2002, relating to the statements of net assets as of December 31, 2001 and 2000, the statement of changes in net assets available for benefits for the year ended December 31, 2001 and the supplemental schedule of assets held for investment purposes as of December 31, 2001, of the Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan, which appears in the Annual Report on Form 11-K of the Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan dated June 27, 2002. /s/ THE HANKE GROUP, P.C. San Antonio, Texas June 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----