-----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, CdjUo3FPLVSN45eLf1fOxud2IYDOhz97IS9fOLlw5PMdDRWxNpvqOLJ6muVyRdlj CVolD/DRx5QdjNy1NpJWeA== 0000950129-01-504358.txt : 20020412 0000950129-01-504358.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950129-01-504358 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20011203 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: 1805309 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 f11k.txt 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, 2000, 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 SFX ENTERTAINMENT PROFIT SHARING AND 401(k) 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) SFX ENTERTAINMENT PROFIT SHARING AND 401(k) PLAN INDEX TO FORM 11-K REQUIRED INFORMATION Financial Statements Independent Auditor's Report.........................................3 Statement of Net Assets Available for Benefits.......................4 Statement of Changes in Net Assets Available for Benefits............5 Notes to Financial Statements........................................6 Supplemental Schedule...............................................10 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. SFX ENTERTAINMENT PROFIT SHARING AND 401(k) PLAN Date: November 29, 2001 By: /s/ Randall T. Mays ------------------------------------------------- Randall T. Mays Executive Vice President and Chief Financial Officer 2 INDEPENDENT AUDITOR'S REPORT To the SFX Entertainment Profit Sharing and 401(k) Plan San Antonio, Texas We have audited the accompanying financial statement of the SFX Entertainment Profit Sharing and 401(k) Plan as of December 31, 2000, and the related statement of changes in net assets available for plan benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedule based on our audits. The financial statements of the SFX Entertainment Profit Sharing and 401(k) Plan as of December 31, 1999, were audited by other auditors whose report dated June 23, 2000, expressed an unqualified opinion. We conducted our audit 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 and supplemental schedule 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 audit provides 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 the SFX Entertainment Profit Sharing and 401(k) Plan as of December 31, 2000, and the changes in its net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as whole. The supplemental schedule of assets held for investment purposes as of December 31, 2000, is presented for purposes 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. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 18, 2001 3 SFX ENTERTAINMENT PROFIT SHARING AND 401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------------------------------------------- ASSETS 2000 1999 INVESTMENTS $ 17,866,227 $ 11,879,852 RECEIVABLES: Employer's contribution 112,302 216,881 Participants' contributions 330,154 77,557 Rollovers 64,948 - ---------------------- -------------------- Total receivables 507,404 294,438 ---------------------- -------------------- TOTAL ASSETS 18,373,631 12,174,290 LIABILITIES TOTAL LIABILITIES - - ---------------------- -------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 18,373,631 $ 12,174,290 ====================== ==================== - -------------------------------------------------------------------------------------------------------------------- See notes to financial statements.
4 SFX ENTERTAINMENT PROFIT SHARING AND 401(K) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 2000 - -------------------------------------------------------------------------------------------------------------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net depreciation in fair value of investments $ (2,138,455) Dividends and interest 634,973 -------------------- (1,503,482) Contributions: Employer 1,834,994 Participants 5,086,494 Rollovers 331,219 Transfer of plan assets 3,094,177 -------------------- 10,346,884 -------------------- TOTAL ADDITIONS 8,843,402 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 2,587,609 Administrative expenses 56,452 -------------------- TOTAL DEDUCTIONS 2,644,061 -------------------- Net Increase 6,199,341 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 12,174,290 -------------------- End of year $ 18,373,631 ==================== - -------------------------------------------------------------------------------------------------------------------- See notes to financial statements.
5 SFX ENTERTAINMENT PROFIT SHARING AND 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - ------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the SFX Entertainment, Inc. (the Company and the Plan Sponsor) Profit Sharing and 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General -- The Plan is a defined contribution plan covering all eligible employees, as defined, of the Plan Sponsor. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In August 2000, SFX Entertainment, Inc. stock was purchased by Clear Channel Communications, Inc., a San Antonio based diversified media company. Contributions -- Employer contributions to the Plan consist of matching contributions and elective contributions made annually at the discretion of the Plan Sponsor's Board of Directors. Employer contributions were $1,834,994 for the year ended December 31, 2000. Participants may elect to defer a portion of their compensation by an amount that does not exceed the maximum allowed under IRS rules and regulations. Participants are always 100% vested in their voluntary contributions. Participants who are inactive on the last day of the Plan year will not share in the non-elective employer contribution unless necessary to comply with Code Section 410(b) coverage requirement. Each year, participants may contribute up to 16 percent of pretax 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. Employer matching contributions are invested in the stock fund. The Plan currently offers one stock fund and seven registered investment funds. 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 certain 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 are used to reduce employer contributions to the Plan. For the plan year ended December 31, 2000, $36,734 of forfeitures was used to reduce employer contributions. There were no unallocated forfeitures at December 31, 2000. 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 100% vested after five years of credited service (or upon the death, disability, or retirement of the participant). 6 SFX ENTERTAINMENT PROFIT SHARING AND 401(K) PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2000 AND 1999 - ------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN (continued) Participant Loans -- Participants may borrow $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at a fixed interest rate determined by the Plan Sponsor. Payment of Benefits -- On termination of service, 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, paid out in a deferred annuity or rolled over into another qualified plan or IRA. Hardship withdrawals are available to plan participants upon approval. As of December 31, 2000, approximately $33,000 of plan assets has been allocated to participants who have elected to withdraw from the Plan. Effective June 1, 2001, terminated participants can only receive lump sum distributions. 2. SUMMARY OF ACCOUNTING POLICIES Basis of Accounting - The financial statements of the Plan are prepared using the accrual method of accounting. Investment Valuation and Income Recognition -- The Plan's investments are stated at fair value. The Plan's investments in 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 MERGERS During 2000, the plans of various acquired companies were merged into the SFX Entertainment Profit Sharing and 401(k) Plan. The transferred net assets have been recognized in the accounts of the SFX Entertainment Profit Sharing and 401(k) Plan, at amounts previously carried in the accounts of the merged plans. The changes in net assets of the combined plans are included in the accompanying statement of changes in net assets available for benefits from January 1, 2000. A summary of the transferred net assets follows: Investments at fair value: Contemporary Group 401(k) Plan $ 1,443,123 Nederlander Cincinnati, LLC 401(k) Plan 381,765 The Network Magazine Group 401(k) Profit Sharing Plan 572,488 Pavilion Partners 401(k) Plan 696,801 -------------- $ 3,094,177 ============== 7 4. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets as of December 31, 2000 and 1999: 2000 1999 Invesco Dynamics Fund $4,085,867 $3,886,690 American Century Equity Growth Fund 3,754,081 2,742,567 Schwab S&P 500 Investors Shares 3,672,297 2,508,192 Clear Channel Communications, Inc. 2,117,177 1,010,294 Schwab Instl. Advantage Money Fund 1,524,099 - Dodge & Cox Balanced Fund 968,310 - American Aadvantage Intl Equity Instl. 922,898 During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $2,138,455 as follows: Registered investment funds $ (1,533,734) Company stock - Clear Channel Communications, Inc. (unitized) (604,721) -------------- $ (2,138,455) ============== 5. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Charles Schwab Trust Company. Charles Schwab Trust Company is the Custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The Plan Sponsor paid approximately $615,000 in professional fees related to the Plan for the year ended December 31, 2000. 6. PLAN TERMINATION Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions. 7. TAX STATUS The Internal Revenue Service has determined and informed the Plan Sponsor by a letter dated January 17, 2001, 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. 8 8. ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities" which establishes new accounting and reporting standards for derivative instruments. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133", which defers the effective date of SFAS No. 133 for one year to be effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. The Plan has not entered into, and is not expected to enter into, any transactions involving derivative instruments or hedging activities. Therefore, management believes there would be no material effect to the Plan's financial statements as a result of implementation of this statement. 9. SUBSEQUENT EVENTS Effective January 1, 2001, the Plan added two additional registered investment funds as investment options, changed the vesting to a seven year schedule for new employees, and increased the amount a participant may contribute to a maximum of 20 percent of pre-tax compensation. Additionally, employer matching contributions are no longer required to be invested in the stock fund and instead follow the participants' direction of investments. During 2001, several plans of various acquired companies were merged into the Plan. 9 SUPPLEMENTAL SCHEDULE 10 SFX ENTERTAINMENT PROFIT SHARING AND 401(K) PLAN EMPLOYER IDENTIFICATION NUMBER: 13-3977880 PLAN NUMBER: 001 DECEMBER 31, 2000 - ------------------------------------------------------------------------------------------------------------------ Schedule H, Line 4(I): Schedule of Assets Held for Investment Purposes at End of Year Description of investment Identify of issuer, including maturity date, borrower, lessor or rate of interest, Current similar party collateral, par or maturity value value - ----------------------------------------------------------------------------------------- ---------------------- * Schwab Instl Registered investment company $ 1,524,099 Advantage Money Fund Stable value fund Clear Channel 2,117,177 Communications, Inc. Company stock American Aadvantage Registered investment company 922,898 Intl Equity Instl International fund American Century Registered investment company 3,754,081 Equity Growth Fund Growth stock fund Dodge & Cox Registered investment company 968,310 Balanced Fund Balanced fund Invesco Dynamics Fund Registered investment company 4,085,867 Aggressive growth stock PIMCO Total Return Registered investment company 634,547 Fund Instl Class Intermediate bond fund * Schwab S&P 500 Registered investment company 3,672,297 Investor Shares Equity index fund Loans to Participants Various due dates with interest 186,951 rates ranging from 7% - 10.5% ---------------------- $ 17,866,227 ====================== * denotes party-in-interest
11 EXHIBIT INDEX 99.1 Independent Auditors' Report - Hanke, Green & Stein 99.2 Independent Auditors' Report - Scott Gildea & Company, LLP 12 EX-99 3 ex99-1.txt EXHIBIT 99.1 INDEPENDENT AUDITOR'S REPORT To the SFX Entertainment Profit Sharing and 401(k) Plan San Antonio, Texas We have audited the accompanying financial statement of the SFX Entertainment Profit Sharing and 401(k) Plan as of December 31, 2000, and the related statement of changes in net assets available for plan benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedule based on our audits. The financial statements of the SFX Entertainment Profit Sharing and 401(k) Plan as of December 31, 1999, were audited by other auditors whose report dated June 23, 2000, expressed an unqualified opinion. We conducted our audit 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 and supplemental schedule 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 audit provides 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 the SFX Entertainment Profit Sharing and 401(k) Plan as of December 31, 2000, and the changes in its net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as whole. The supplemental schedule of assets held for investment purposes as of December 31, 2000, is presented for purposes 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. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Hanke, Green & Stein June 18, 2001 EX-99 4 ex99-2.txt EXHIBIT 99.2 Independent Auditors' Report To the Advisory Committee SFX Entertainment Profit Sharing and 401(k) Plan San Antonio, Texas We have audited the statements of net assets as of December 31, 1999 of the SFX Entertainment Profit Sharing and 401(k) Plan. This financial statement is the responsibility of the Plan's management. We conducted our audits in accordance with generally accepted auditing standards. 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 statement referred to above presents fairly, in all material respects, the net assets available for benefits of the SFX Entertainment Profit Sharing and 401(k) Plan as of December 31, 1999 in conformity with generally accepted accounting principles. /s/ Scott Gildea & Company, LLP Certified Public Accountants June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----