-----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, Fav7zLiyyJjwo6MvKnXeA6YqlD7likKTPkBIfjZHTg1r1zeiFz9grnVZVgxyerLX VeVNM4KBhdJIOm5CfYNzZw== /in/edgar/work/0000950134-00-009291/0000950134-00-009291.txt : 20001110 0000950134-00-009291.hdr.sgml : 20001110 ACCESSION NUMBER: 0000950134-00-009291 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20001109 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: 757373 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 d81624e11-k.txt FORM 11-K FOR FISCAL YEAR END DECEMBER 31, 1999 1 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 ELLER MEDIA COMPANY 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) 2 ELLER MEDIA COMPANY 401(k) PLAN INDEX TO FORM 11-K REQUIRED INFORMATION
Financial Statements Independent Auditor's Report....................................... 3 Statements of Net Assets Available for Benefits.................... 4 Statements of Changes in Net Assets Available for Benefits......... 5 Notes to Financial Statements...................................... 6 Supplemental Schedule..............................................14
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. ELLER MEDIA COMPANY 401(k) PLAN Date: November 8, 2000 By: /s/ RANDALL T. MAYES Name: Randall T. Mayes Title: Executive Vice President/Chief Financial Officer Page 2 3 INDEPENDENT AUDITORS' REPORT To the Advisory Committee Eller Media Company 401(k) Plan San Antonio, Texas We have audited the statements of net assets as of December 31, 1999 and 1998, and the statement of changes in net assets available for benefits and supplemental schedule for the year ended December 31, 1999, of Eller Media Company 401(k) Plan as listed in the accompanying table of contents. These financial statements and supplemental schedule are the responsibility of the Plan's management. We conducted the 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 statements referred to above present fairly, in all material respects, the net assets available for benefits of the Eller Media Company 401(k) Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits and supplemental schedule for the year ended December 31, 1999, in conformity with generally accepted accounting principles. Certified Public Accountants June 8, 2000 Page 3 4 ELLER MEDIA COMPANY 401(k) PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998
ASSETS 1999 1998 ----------- ----------- Investments at fair value: Plan interest in Clear Channel Communications, Inc. - Master Trust $14,932,615 $ -- Cash and cash equivalents -- 2,980,186 Shares of registered investment companies -- 6,917,217 Clear Channel Communications, Inc. -- Common Stock Fund -- 3,938,933 Participant loans -- 232,295 ----------- ----------- Total investments at fair value 14,932,615 14,068,631 Other receivables 1,146 7,432 ----------- ----------- Total assets 14,933,761 14,076,063 ----------- ----------- LIABILITIES Benefit claims payable 712 -- Administrative fees payable -- 46 ----------- ----------- Net assets available for benefits $14,933,049 $14,076,017 =========== ===========
Notes to financial statements form an integral part of these statements. Page 4 5 ELLER MEDIA COMPANY 401(k) PLAN Statements of Changes in Net Assets Available for Benefits December 31, 1999 and 1998 Additions to net assets attributed to: Investment income: Net investment gain from Clear Channel Communications, Inc. - Master Trust $ 1,652,067 Net unrealized appreciation in fair value of investments 1,142,517 Net investment gain on sale of assets 305,180 Interest and dividend income 154,869 ----------- Total additions 3,254,633 ----------- Deductions from net assets attributed to: Fees and expenses 35,001 Distribution of benefits 2,362,600 ----------- Total deductions 2,397,601 ----------- Net increase 857,032 Net assets available for benefits at beginning of year 14,076,017 ----------- Net assets available for benefits at end of year $14,933,049 ===========
Notes to financial statements form an integral part of these statements. Page 5 6 ELLER MEDIA COMPANY 401(k) PLAN Notes to Financial Statements 1. DESCRIPTION OF PLAN The following brief description of the Eller Media Company 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL The Plan is a defined contribution plan, established January 1, 1987, which covers substantially all employees of Eller Media Company and its subsidiaries (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective January 1, 1997, the Company amended and restated the Plan. The Company was acquired on January 1, 1998 by Clear Channel Communications, Inc. and the Plan was frozen upon acquisition. Participants of the Plan were allowed to leave their assets in the Plan or roll and 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 the assets to date, at the time the Plan was frozen. ELIGIBILITY Participants become eligible once they become 21 and have attained one year of service. Eligible participants may enter on the first day of each month. The Plan is for the exclusive benefit of participants and their beneficiaries. As of January 1, 1998, no new participants were allowed to enter the Plan. CONTRIBUTIONS Participants may contribute up to the IRS limit of their annual compensation and may elect to invest in various mutual funds. The Company will match contributions up to a certain percentage at its discretion. As of January 1, 1998, the Plan was frozen. There were no contributions to the Plan for the years ended December 31, 1999 and 1998. ALLOCATIONS TO PARTICIPANTS' ACCOUNTS Each participant's account is credited with the participant's contribution, the Company discretionary contribution, and an allocation of Plan earnings. Allocations of earnings are based on the participant's account balances, as defined in the Plan document. LOANS TO PARTICIPANTS Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Prior to July 1, 1999, interest was charged at the prime rate, and the loan period may not have exceeded 5 years. Effective July 1, 1999, interest is charged at the prime rate plus 1% based on the prior quarter-end prime interest rate. The loan period may not exceed 5 years except for a home loan which may not exceed 15 years. Page 6 7 ELLER MEDIA COMPANY 401(k) PLAN Notes to Financial Statements 1. DESCRIPTION OF PLAN (CONTINUED) The loan provisions of the Plan were frozen from January 1, 1998 to July 1, 1999. No loans were made during that time. VESTING Participants are 100% vested at all times in their elective contributions. Participants will become 100% vested in the contributions the Company makes to the Plan upon reaching the Plan's normal retirement age or if employment is terminated due to death or disability. If employment is terminated prior to normal retirement age for any reason other than death or disability, then the employee's interest in Company contributions becomes vested in accordance with specific vesting schedules based on years of service. A participant is 20% vested after one year of service, increasing by 20% each year until 100% vested after five years of service. The benefit to which a participant is entitled is the amount that can be provided from the participant's account. As of January 1, 1998, all participants of the Plan became 100% vested. FORFEITURES Forfeitures are used to reduce Company contributions. There were no forfeitures during 1999. PAYMENT OF BENEFITS On termination of service, a participant's account balance may be distributed in one lump-sum amount or a deferred annuity. Hardship withdrawals are available to the Plan participants upon approval by the Company. TERMINATION OF PLAN Although it has not expressed an intent to do so, the Company has the right, under the Plan, to terminate the Plan subject to the provisions of ERISA. Page 7 8 ELLER MEDIA COMPANY 401(k) PLAN Notes to Financial Statements 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Following is a summary of the Plan's more significant accounting and reporting policies: BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's interest in the Master Trust is at fair value. The Plan's investments in the Common Stock Fund of Clear Channel Communications, Inc. are reported at fair value based on quoted market prices. Participant loans are valued at cost which approximate fair value. PAYMENT OF BENEFITS Benefits are recorded when paid. EXPENSES Expenses related to the administration of the Plan are paid by the Plan. Page 8 9 ELLER MEDIA COMPANY 401(k) PLAN Notes to Financial Statements 3. PLAN ASSETS IN EXCESS OF 5% OF NET ASSETS AVAILABLE FOR PLAN BENEFITS The following table presents assets that represent 5% or more of the Plan's net assets available for plan benefits:
December 31, 1999 1998 ----------- ----------- Shares of registered investment companies: Federated Max Capital Fund $ -- $ 1,663,050 GAM International Fund -- 905,655 AIM Balanced Fund -- 820,142 State Street Aurora Fund -- 859,505 Money Market Fund -- 2,837,309 Other investments held by Reliance -- 1,004,718 Fidelity Puritan Fund 843,225 -- Fidelity Equity Income Fund 1,702,936 2,046,705 Fidelity Divers International Fund 1,009,344 -- Fidelity Retirement Money Market Fund 2,014,305 -- Spartan US Equity Index Fund 1,641,888 -- Other investments held by Fidelity 1,760,331 -- ----------- ----------- 8,972,029 10,137,084 Clear Channel Communications, Inc. Common Stock Fund 5,961,020 3,938,933 ----------- ----------- Net assets available for benefits $14,933,049 $14,076,017 =========== ===========
4. TAX STATUS The Internal Revenue Service has determined and informed the Company in a letter dated December 7, 1997 that the Plan is designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. The Company believes that the Plan is designed to be in compliance with the applicable provisions of the IRC. Page 9 10 ELLER MEDIA COMPANY 401(k) PLAN Notes to Financial Statements 5. RECONCILIATION OF PLAN FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 1999 1998 ----------- ----------- Net assets available for benefits per the financial statements $ 14,933,049 $ 14,076,017 Amounts allocated to withdrawing participants -- (86,670) ------------ ------------ Net assets available for benefits per the Form 5500 $ 14,933,049 $ 13,989,347 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500 for the year ended December 31, 1999: Benefits paid to participants per the financial statements $ 2,362,600 Amounts allocated to withdrawing participants at the end of the year (86,670) ----------- Benefits paid to participants per the Form 5500 $ 2,275,930 ===========
6. CONCENTRATION OF CREDIT RISK The Plan investments are not guaranteed by any federal depository insurance. Any significant concentration of credit risk related to the specified investments in the regulated investment companies may subject the Plan's investments to economic changes occurring within those industries in which the regulated companies have invested. The Plan's investment in the Common Stock Fund of Clear Channel Communications, Inc. may subject the Plan's investment to economic changes within the industry in which Clear Channel Communications, Inc. operates. Page 10 11 ELLER MEDIA COMPANY 401(k) PLAN Notes to Financial Statements 7. PLAN INTEREST IN CLEAR CHANNEL COMMUNICATIONS, INC. - MASTER TRUST Effective July 1, 1999, the Plan transferred all investments to participate in 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 two other Channel Communications, Inc.-sponsored retirement plans. As such, certain previous investments were liquidated and redirected to other available investment options. These investments in the Master Trust consist primarily of registered investment companies and sponsored company stock. The purpose of the Master Trust is the collective investment of the assets of participating employee benefit plans of the Company. 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 assigned to each plan) the income and expenses resulting from the collective investment of the assets of another employee benefit plan in addition to this Plan. The proportionate interest of the Plan in the Master Trust at December 31, 1999 was 5.6%. Page 11 12 ELLER MEDIA COMPANY 401(k) PLAN Notes to Financial Statements 7. PLAN INTEREST IN CLEAR CHANNEL COMMUNICATIONS, INC. - MASTER TRUST (CONTINUED) The following table presents the fair values of net assets for the entire Master Trust as of December 31, 1999:
ASSETS Receivables: Employer receivable $ 832,318 Employee receivable 2,091,850 Other receivable 406,131 ------------ Total receivables 3,330,299 ------------ Investments: Cash and cash equivalents 12,671,446 Registered investment companies 75,925,611 Employer securities 170,673,749 Participant loans 2,695,294 ------------ Total investments 261,966,100 ------------ Total assets 265,296,399 ------------ LIABILITIES Benefit claim payable 20,597 Other payables 87,621 ------------ Total liabilities 108,218 ------------ Net assets available for benefits $265,188,181 ============
Page 12 13 ELLER MEDIA COMPANY 401(k) PLAN Notes to Financial Statements 7. PLAN INTEREST IN CLEAR CHANNEL COMMUNICATIONS, INC. - MASTER TRUST (CONTINUED) Investment income for the entire Master Trust from inception on July 1, 1999 to December 31, 1999 is as follows: Contributions $ 49,181,377 Investment income: Registered investment companies 2,213,786 Interest and dividend income 309,865 Unrealized appreciation of assets 35,721,552 Net gain on sale of investments 6,807,258 ------------ Total income 94,233,838 ------------ Expenses: Benefits distributed 6,648,509 Interest expense 536 Administrative expenses 160,211 ------------ Total expenses 6,809,256 ------------ 87,424,582 ------------ Transfers to the Plan 177,763,599 ------------ Net assets available for benefits $265,188,181 ============
Page 13 14 SUPPLEMENTAL SCHEDULE Page 14 15 ELLER MEDIA COMPANY 401(k) PLAN EIN: 86-0801051 Schedule H, Part IV(i) - Schedule of Assets Held for Investment Purposes Plan No.: 003 December 31, 1999
(a) (b) (c) (d) (e) - -------------- ------------------------- ------------------------------------------ ------------ ------------ Description of Investment, Identity of Issuer, Including Maturity Date, Rate Borrower, Lessor, or of Interest, Collateral, Par Current Similar Party or Maturity Date Value ------------------------- ------------------------------------------ ------------ Fidelity Management PIMCO Total Return Fund Trust Company (50,933.695 shares) $ 504,244 Fidelity Management Mas Mid-Cap Growth Fund Trust Company (7,911.375 shares) 245,253 Clear Channel Common Stock Fund (a) Communications, Inc. (461,379.273 unitized shares) 5,961,020 Fidelity Management Puritan Fund Trust Company (44,310.316 shares) 843,225 Fidelity Management Equity Income Fund Trust Company (31,842.475 shares) 1,702,936 Fidelity Management Low Priced Stock Fund Trust Company (31,329.052 shares) 709,290 Fidelity Management Divers International Fund Trust Company (39,396.722 shares) 1,009,344 Fidelity Management Dividend Growth Fund Trust Company (4,160.274 shares) 120,606 Fidelity Management Retirement Money Market Fund Trust Company (2,014,304.390 shares) 2,014,305 Fidelity Management Spartan US Equity Index Fund Trust Company (31,520.220 share) 1,641,888 Loans to Participants Loans to participants - various interest rates 180,938
(a) Clear Channel Communications, Inc. common shares reflect a five-for-four stock split effective February 2, 1994, a two-for-one stock split effective November 30, 1995, and a two-for-one stock split effective December 3, 1996. Page 15 -----END PRIVACY-ENHANCED MESSAGE-----