-----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, C9US1E7gsOLuFx574KWMy0cEbO8y1Ed1CBUM3oNGBPKzqVos9ES2UzUWPI6mqkbf Nf1yBeI9O1d2LRVe8iszRQ== /in/edgar/work/0000950134-00-009292/0000950134-00-009292.txt : 20001110 0000950134-00-009292.hdr.sgml : 20001110 ACCESSION NUMBER: 0000950134-00-009292 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: 757374 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 h81625e11-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 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS 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 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS 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.............................................................................. 13
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. CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Date: November 8, 2000 By: /s/ RANDALL T. MAYS --------------------------------------------------------- Name: Randall T. Mays ---------------------------------------------------- Title: Executive Vice President / Chief Financial Officer --------------------------------------------------- Page 2 3 INDEPENDENT AUDITORS' REPORT To the Advisory Committee Clear Channel Communications, Inc. 401(k) Savings 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 Clear Channel Communications, Inc. 401(k) Savings 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 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 statements referred to above present fairly, in all material respects, the net assets available for benefits of the Clear Channel Communications, Inc. 401(k) Savings 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 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998
1999 1998 ------------ ------------ ASSETS Investments at fair value: Cash and cash equivalents $ -- $ 1,500,350 Shares of registered investment companies -- 20,589,731 Clear Channel Communications, Inc. Common Stock Fund -- 99,898,336 Plan interest in Clear Channel Communications, Inc. - Master Trust 233,196,132 -- Participant loans -- 6,575 ------------ ------------ Total investments at fair value 233,196,132 121,994,992 ------------ ------------ Contributions receivable: Employee 1,997,503 740,571 Employer 464,232 144,336 Rollover 404,985 29,635 ------------ ------------ Total contributions receivable 2,866,720 914,542 ------------ ------------ Total assets 236,062,852 122,909,534 ------------ ------------ LIABILITIES Forfeiture reserve account -- 21,741 Excess contributions refundable 754 -- Administrative fees payable 86,867 41,878 Benefit claims payable 19,882 -- ------------ ------------ Total liabilities 107,503 63,619 ------------ ------------ Net assets available for benefits $235,955,349 $122,845,915 ============ ============
Page 4 5 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998 Additions to net assets attributed to: Contributions: Employee $ 18,530,562 Employer 4,367,926 Rollover 32,665,472 ------------ Total contributions 55,563,960 ------------ Investment income: Net investment gain from Clear Channel Communications, Inc. - Master Trust 43,324,276 Unrealized appreciation of assets 25,272,495 Net gain on sale of assets 2,232,520 Interest and dividend income 368,629 ------------ Total investment income 71,197,920 ------------ Total additions 126,761,880 ------------ Deductions from net assets attributed to: Fees and expenses 228,307 Distribution of benefits 13,424,139 ------------ Total deductions 13,652,446 ------------ Net increase 113,109,434 Net assets available for benefits at beginning of year 122,845,915 ------------ Net assets available for benefits at end of year $235,955,349 ============
Page 5 6 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Notes to Financial Statements 1. DESCRIPTION OF PLAN The following brief description of the Clear Channel Communications, Inc. 401(k) Savings 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 and restated on July 1, 1999, which covers substantially all employees of Clear Channel Communications, Inc. and its subsidiaries (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). ELIGIBILITY Substantially all employees of the Company who have one year of service and are age 21 or older or any employee of an employer acquired by the Company are eligible to participate in the Plan. Eligible employees of the Company may enter the Plan on one of four entry dates each year - January 1, April 1, July 1, and October 1 following completing eligibility requirements. The Plan is for the exclusive benefit of participants and their beneficiaries. CONTRIBUTIONS The Company's contributions may consist of discretionary matching contributions and non-elective (profit sharing) contributions. For the years ended December 31, 1999 and 1998, the Company contributed 35% of the first 5% of each employee's annual compensation. There were no nonelective contributions made during the years ended December 31, 1999 and 1998. Effective July 1, 1999, 2% of compensation will automatically be deducted from each eligible employees compensation and invested in the Plan. The employee can increase or decrease this percentage via the telephone or Internet. Participants may contribute up to the 15% of their annual compensation and may elect to invest in various funds offered by the Plan. Investment directions can also be changed via the telephone or Internet. Page 6 7 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Notes to Financial Statements 1. DESCRIPTION OF PLAN (CONTINUED) ALLOCATIONS TO PARTICIPANTS' ACCOUNTS Each participant's account is credited with the participant's contribution, the Company discretionary and nonelective contributions, 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 Prior to July 1, 1999, there was no provision in the Plan document for participants to borrow from the Plan. Loans on the statements of net assets available for benefits had been originated under other plans that were merged into the Plan. Effective July 1, 1999, loans are allowed under the restated plan. 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 vested account balance. Interest rates are prime plus 1% and are based on the previous quarter-end Wall Street Journal. 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 three years of service, increasing by 20% each year until 100% vested after seven years of service. There are certain exceptions for participants who were originally in the Plan of an acquired Company. The benefit to which a participant is entitled is the amount that can be provided from the participant's account. FORFEITURES Forfeitures are used to reduce Company contributions. Forfeitures of nonvested participant accounts during 1999 totaled $300,045 ($292,952 in 1998). The amount applied to reduce Company contributions totaled $128,309 ($298,802 in 1998). Page 7 8 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Notes to Financial Statements 1. DESCRIPTION OF PLAN (CONTINUED) PAYMENT OF BENEFITS On termination of service, a participant's account balance is distributed in one lump-sum amount, if the balance does not exceed $5,000. If a participant's account balance exceeds $5,000, the Plan permits the participant to elect distribution under one of three methods which are lump-sum, rollover into another qualified account, or installment payments for those who participated in the Plan prior to July 1, 1999. Hardship withdrawals are available to the Plan participants, based on certain Internal Revenue Service's safe harbor provisions, upon approval by the Administrative Committee. 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 stated at fair value. The Plan's investments in the common stock of the Company 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 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS 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, Description of Investment 1999 1998 - ---------------------------------- -------------------------------- Fidelity Equity Income Fund $ -- $ 8,484,851 Other investments held at Reliance -- 13,611,805 Spartan US Equity Index Fund 12,378,207 -- Other investments held at Fidelity 54,432,649 -- ------------ ------------ 66,810,856 22,096,656 Clear Channel Communications, Inc. Common Stock Fund 166,385,276 99,898,336 ------------ ------------ Total investments at fair value $233,196,132 $121,994,992 ============ ============
4. TAX STATUS The Internal Revenue Service has determined and informed the Company in a letter dated January 7, 1995 that the Plan is designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended and restated since receiving the determination letter. The Company believes that the Plan is designed to be in compliance with the applicable provisions of the IRC. 5. PLAN INTEREST IN CLEAR CHANNEL COMMUNICATION, 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 89%. Page 9 10 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Notes to Financial Statements 5. 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 10 11 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Notes to Financial Statements 5. 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 ============
6. 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 $ 235,955,439 $ 122,845,915 Liabilities -- (301,854) ------------- ------------- Net assets available for benefits per the Form 5500 $ 235,955,439 $ 122,544,061 ============= =============
Page 11 12 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN Notes to Financial Statements The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1999: Benefits paid to participants per the financial statements $ 13,424,139 Amounts allocated to withdrawing participants at the beginning of the year (301,854) ------------ Benefits paid to participants per the Form 5500 $ 13,122,285 ============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. 7. 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 of the Company may subject the Plan's investment to economic changes within the industry in which the Company operates. 8. 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. Upon termination, all participants would become fully vested in their account balances. 9. PLAN AMENDMENTS Effective July 1, 1999, the Plan was amended and restated to allow participants to take out loans from the Plan and to incorporate several changes in the law. The Plan also changed custodians from Reliance Trust Company to Fidelity Management Trust Company. Page 12 13 SUPPLEMENTAL SCHEDULE Page 13 14 CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN EIN: 74-1787539 Schedule H, Part IV(i) - Schedule of Assets Held for Investment Purposes Plan No.: 001 December 31, 1999
(a) (b) (c) (d) (e) - ----------- ------------------------- ---------------------------------- ---------- -------------- Description of Investment, Including Identity of Issuer, Maturity Date, Rate of Borrower, Lessor, or Interest, Collateral, Current Similar Party Par or Maturity Date Value ------------------------- ---------------------------------- -------------- Fidelity Total Return $ 4,392,654 PIMCO (443,702.389 shares) MAS Mid-Cap Growth Advisor Fund 4,941,692 (159,409.419 shares) Clear Channel Common Stock Fund (a) 166,385,276 Communications, Inc. (12,878,117.353 unitized shares) Fidelity Management Puritan Fund 9,357,388 Trust Company (491,717.712 shares) Fidelity Management Equity Income Fund 11,363,892 Trust Company (212,488.639 shares) Fidelity Management Low Priced Stock Fund 2,227,271 Trust Company (98,377.713 shares) Fidelity Management Diverse International Fund 5,144,952 Trust Company (200,817.804 shares) Fidelity Management Dividend Growth Fund 6,991,671 Trust Company (241,175.251 shares) Fidelity Management Retirement Money Market Fund 7,783,853 Trust Company (7,783,852.580 shares) Fidelity Management Spartan US Equity Index Fund 12,378,207 Trust Company (237,631.159 shares) Loans to participants Loans to participants, 2,241,389 prime plus 1% interest rate
(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 14 -----END PRIVACY-ENHANCED MESSAGE-----