<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 205049
FORM 11-K
(Mark One):
[X] ANNUAL REPORT PURSUANT SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the plan year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------ ------
Commission file number 333-62579
---------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CAPSTAR BROADCASTING PARTNERS
401(k) RETIREMENT PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CAPSTAR BROADCASTING CORPORATION
600 Congress Avenue, Suite 1400
Austin, Texas 78701
<PAGE> 2
REQUIRED INFORMATION
Financial Statements, Supplemental Schedules and Exhibits as follows:
1. Financial Statements:
Report of Independent Accountants
Statement of Net Assets Available for Plan
Benefits as of December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Plan
Benefits for the years December 31, 1998 and 1997
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1998
Schedule of Reportable Transactions for the year
ended December 31, 1998
2. Exhibits:
Consent of Scott Gildea & Company, LLP, Independent Accountants
1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator of the Plan has duly caused this annual report to be signed on its
behalf by the undersigned, hereunto duly authorized.
CAPSTAR BROADCASTING PARTNERS
401(k) RETIREMENT PLAN
Dated: June 25, 1999
By: Capstar Broadcasting Partners, Inc.
--------------------------------------
Plan Sponsor and Plan Administrator
By: /s/ PAUL D. STONE
--------------------------------------
PAUL D. STONE
Executive Vice President and
Chief Financial Officer
2
<PAGE> 4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Capstar Broadcasting Corporation on Form S-8 File No. 333-62579 of our report
dated June 22, 1999, on our audit of the financial statements of Capstar
Broadcasting Partners 401(k) Retirement Plan and Trust as of December 31, 1998
and 1997 and for the year ended December 31, 1998 and the period from October 1,
1997 to December 31, 1997, which report is included in this Annual Report on
Form 11-K.
June 25, 1999 /s/ Scott Gildea & Company, LLP
3
<PAGE> 5
CAPSTAR BROADCASTING PARTNERS
401(k) RETIREMENT PLAN AND TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE PERIOD
FROM OCTOBER 1, 1997 (INCEPTION) TO DECEMBER 31, 1997
<PAGE> 6
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
INDEX
-----
<TABLE>
<S> <C>
Report of Independent Accountants 2
Statements of Net Assets Available for Plan Benefits 3
Statements of Changes in Net Assets Available for Plan Benefits 4
Notes to Financial Statements 5-11
Supplemental Schedules:
Schedule G (Form 5500), Part I - Schedule of Assets Held
for Investment Purposes as
of December 31, 1998 *
Schedule G (Form 5500), Part V - Schedule of Reportable
transactions or Series of Transactions
for the year ended
December 31, 1998 *
</TABLE>
* Refer to Schedule G of Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the year ended December 31, 1998 which material is incorporated herein
by reference.
1
<PAGE> 7
REPORT of INDEPENDENT ACCOUNTANTS
To the Trustees of Capstar Broadcasting Partners 401(k) Retirement Plan and
Trust:
We have audited the accompanying statements of net assets available for plan
benefits of Capstar Broadcasting Partners 401(k) Retirement Plan and Trust, as
listed in the accompanying index on page 1. 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 audit.
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 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 Plan as
of December 31, 1998 and 1997 and the changes in net assets available for plan
benefits for the year ended December 31, 1998 and the period from October 1,
1997 (inception) to December 31, 1997 in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules, as listed in the
accompanying index on page 1, 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. The fund information in the statement of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
June 22, 1999 Scott Gildea & Company, LLP
2
<PAGE> 8
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
ASSETS
- ------
Investments, at market value:
Stable Value Fund $ 1,053,503 $ 12,338
Intermediate Bond Fund 676,848 12,696
Balanced Fund 2,214,408 67,607
Growth and Income Fund 4,976,011 78,201
Growth Stock Fund 4,322,196 97,958
Aggressive Growth Stock Fund 3,252,563 76,573
International Fund 1,149,003 34,319
Emerging Markets Fund 321,162 13,815
Capstar Broadcasting Corp., Common Stock 512,534 --
------------ -----------
Total investments, at market value 18,478,228 393,507
Participant loans 292,585 --
Employee contributions receivable 698,614 306,885
Employer contributions receivable 288,488 113,742
------------ -----------
Net assets available for plan benefits $ 19,757,915 $ 814,134
============ ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
3
<PAGE> 9
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Year Ended December 31, 1998 and the
Period from October 1, 1997 (inception) to December 31, 1997
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
ADDITIONS
- ---------
Contributions:
Employee and rollover $ 8,768,110 $ 600,395
Employer 2,845,495 207,042
------------ -----------
11,613,605 807,437
------------ -----------
Investment Income:
Interest and dividends 910,267 5,399
Net appreciation of investments 96,903 1,298
------------ -----------
1,007,170 6,697
------------ -----------
Transfers due to plan mergers 7,296,897 --
------------ -----------
Total additions 19,917,672 814,134
------------ -----------
DEDUCTIONS
- ----------
Withdrawals 973,891 --
------------ -----------
Net increase in net assets available for plan benefits 18,943,781 814,134
Net assets available for plan benefits,
beginning of year 814,134 --
------------ -----------
Net assets available for plan benefits,
end of year $ 19,757,915 $ 814,134
============ ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
4
<PAGE> 10
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following brief description of the Capstar Broadcasting Partners 401(k)
Retirement Plan and Trust (The "Plan") is provided for general information
purposes only. Participants should refer to the Plan Agreement for more complete
information.
Capstar Broadcasting Partners, Inc. (the "Company"), a wholly-owned subsidiary
of Capstar Broadcasting Corporation, established the Plan on October 1, 1997 as
a defined contribution plan covering all full-time employees age twenty one and
older who have completed three months of service and part-time employees age
twenty one and older who have completed a year of eligibility service.
Eligibility service is defined as a calendar year during which at least one
thousand hours are worked. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan provides
for benefits available under Section 401(k) of the Internal Revenue Code.
In accordance with Internal Revenue Service regulations, employees may make
voluntary contributions to the Plan in an amount up to 18% of their compensation
and the Company matches an amount equal to 50% of that portion of the employee's
contributions which is not in excess of 6% of the employee's compensation. The
Company match per employee is not to exceed $4,800. The Company may also make a
profit sharing contribution to the Plan at the discretion of the Company's Board
of Directors.
Contributions to the Plan, including the employer match, may be invested in a
variety of investment funds at the election of the employee as follows:
Stable Value Fund
This fund seeks to provide a consistent rate of return while preserving
capital and minimizing risk. The fund consists of assets whose principal
value remains stable regardless of stock and bond market fluctuations.
These assets may include guaranteed investment contracts issued by
insurance companies, and bank investment contracts issued by banks. These
assets may also include money market instruments, such as bank certificates
of deposit, banker's acceptances and short-term treasury bills. This fund
currently utilizes the Schwab Institutional Advantage Money Fund. Rates of
return are subject to market fluctuations.
Intermediate Bond Fund
This fund seeks a total return consistent with prudent investment
management. The fund invests in fixed-income securities, including
corporate bonds, U.S. government securities, mortgage-related securities,
and money market instruments. This fund is intended to maintain a portfolio
duration range of three to seven years. This fund currently utilizes the
Strong Government Securities Fund. Rates of return are subject to market
fluctuations.
5
<PAGE> 11
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, Continued
Balanced Fund
This fund seeks income, conversation of principal and long-term growth of
principal and income. The fund may invest a large portion of its assets in
common stocks and convertible securities. Prospective earnings and
dividends are major considerations in these purchases. Individual
securities are selected with regard to financial strength and economic
background. The balance of the fund's assets are invested in
investment-grade fixed-income securities. This fund currently utilizes the
Dodge & Cox Balanced Fund. Rates of return are subject to market
fluctuations.
Growth & Income Fund
This fund seeks capital appreciation by investing primarily in equity
securities of companies with earnings that are expected to grow at an a
above average rate. Current income is a secondary objective and is achieved
by investing in dividend paying common stocks and convertible securities.
This fund currently utilizes the Selected American Shares Fund. Rates of
return are subject to market fluctuations.
Growth Stock Fund
This fund seeks maximum capital growth. The fund invests primarily in
common stocks and favors securities of companies expected to benefit from
special factors or trends. These may include established companies, small
companies or new issues. This fund may also invest in debt securities and
in foreign securities. This fund currently utilizes the Oakmark Fund. Rates
of return are subject to market fluctuations.
Aggressive Growth Stock Fund
This fund seeks rapid capital growth by investing primarily in small to
medium sized companies that are expected to demonstrate growth in earnings
and revenue. These companies may be concentrated in a few industries that
are experiencing rapid growth. The fund may use investment techniques, such
as short selling, leveraging and frequent trading. The fund may also invest
in debt securities and in foreign securities. This fund currently utilizes
the Baron Asset Fund. Rates of return are subject to market fluctuations.
International Fund
This fund invests primarily in stocks and debt securities of companies and
governments outside the United States. It seeks long term capital growth.
Any realized income is incidental. The fund maintains a flexible investment
policy and can invest in all types of securities and in any foreign
country. While common stocks are the usual form of investment, the fund may
invest a portion of its assets in medium quality or high risk debt
securities. This fund currently utilizes the GAM International A Fund.
Rates of return are subject to market fluctuations.
6
<PAGE> 12
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, Continued
Emerging Markets Fund
This fund seeks to invest in non-U.S. debt and equity securities of
countries characterized as having begun a process of change or growing in
size. Emerging markets generally are considered to be those in which the
Gross Domestic Product per capita is less than $6,000 in U.S. currency. The
fund will also invest in new markets of developed countries and may invest
in any market of a developing country. The fund seeks to provide capital
appreciation with little or no emphasis on income. This fund currently
utilizes the Montgomery Emerging Markets R Fund. Rates of return are
subject to market fluctuations.
Capstar Broadcasting Corporation
This fund consists of class A common stock of the Company's parent and is
administered by the Company. Rates of return are subject to market
fluctuations.
Under the loan provision of the Plan, employees are permitted to borrow between
$1,000 and the lesser of $50,000 or 50% of the participant's vested account
balance. The interest rate charged is fixed at the prime rate in effect at the
beginning of the month the loan is requested plus 2%. Loans are required to be
repaid over a maximum period of five years, unless the loan is used to purchase
a principal residence, in which case the maximum period is 15 years. However,
all loans must be repaid upon cessation of employment and, if not repaid within
90 days, the unpaid balance of principal and interest is charged against the
participant's vested account balance.
The Plan provides for distributions to plan participants or their beneficiaries
upon the participant's retirement, termination of employment, disability or
death, in accordance with the Internal Revenue Code. Since participants are
immediately vested in their voluntary contributions and earnings, they may also
withdraw all or any portion of their account balance subject to hardship
withdrawal provision criteria. Participants may elect to take their
distributions in the form of a lump sum payment, an annuity, or rollover into a
private Individual Retirement Account. Similarly, an employee may make a
withdrawal of the vested percentage of the employer matching account. The
vesting schedule for this account is as follows:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
Less than 1 year 0%
1 year 20
2 years 40
3 years 60
4 years 80
5 years 100
</TABLE>
Upon termination of employment, the non-vested portion of employer
contributions, if any, will be forfeited by the employee and applied to reduce
the Company's future contributions. Forfeitures used to reduce the Company's
contributions were $58,415 during 1998 and $0 during 1997.
7
<PAGE> 13
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, Continued
The foregoing description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
2. Summary of significant accounting policies
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles and include estimated amounts. While
all available information has been considered, actual amounts could differ from
those estimates.
Each fund is valued at the quoted closing price per share on major exchanges.
The change in the difference between the fair market value and the cost of
investments for each year is reflected in the statement of changes in net assets
as unrealized appreciation or depreciation in fair value of investments.
All general and administrative expenses of the Plan are paid by the Company.
3. Investments
The following summarizes the Plan's investments as of December 31, 1998:
<TABLE>
<CAPTION>
Historical
Fair Value Cost
------------ ------------
<S> <C> <C>
Stable Value Fund (a) $ 1,053,503 $ 1,053,503
Intermediate Bond Fund 676,848 683,997
Balanced Fund (a) 2,214,408 2,270,768
Growth & Income Fund (a) 4,976,011 4,510,111
Growth Stock Fund (a) 4,322,196 4,766,483
Aggressive Growth Stock Fund (a) 3,252,563 2,971,633
International Fund (a) 1,149,003 1,194,587
Emerging Markets Fund 321,162 381,492
Capstar Broadcasting Corporation 512,534 337,818
------------ ------------
$ 18,478,228 $ 18,170,392
============ ============
</TABLE>
(a) Fund balance represents more than 5% of the Plan's net assets available for
plan benefits.
8
<PAGE> 14
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, Continued
4. Plan Mergers
Net assets, consisting principally of cash and cash equivalents, transferred
from merged plans are as follows:
<TABLE>
<S> <C>
Osborn Communications Corporate Savings Plan $ 2,131,903
Commodore Media Inc. 401(k) Plan 1,138,507
Benchmark 401(k) Retirement Plan 1,579,793
Patterson Broadcasting 401(k) Savings Plan 1,593,642
Quass Broadcasting Company 401(k) Plan 853,051
-----------
$ 7,296,896
===========
</TABLE>
5. Termination Priorities
While the Company has not expressed any intent to discontinue its contributions,
the Board of Directors of the Company is free to do so at any time, subject to
the requirements of ERISA. In the event such discontinuance results in the
termination of the Plan, the net assets of the Plan will be distributed to the
participants and beneficiaries of the Plan under the terms of the Plan.
6. Income Tax Status
In accordance with the guidelines established by the Internal Revenue Service,
the plan has not yet applied for a determination letter. However, the plan
administrator and the plan's tax counsel believe that the plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, they believe that the plan is qualified
and the related trust is tax-exempt as of the financial statement date.
9
<PAGE> 15
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, Continued
December 31, 1998
7. Changes in net assets for the investments and participants loans at market
value
The schedule of changes in net assets, excluding allocated employee
contributions receivable, for the investments at market value and
participant loans are as follows for the year ended December 31, 1998:
<TABLE>
<CAPTION>
Net
Balance Interest Appreciation Transfers Balance
January 1, and (Depreciation) from Plan Net December 31,
1998 Contributions Dividends of Investments Mergers Withdrawals Loans 1998
---------- ------------- --------- -------------- ---------- ----------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stable Value Fund $ 12,338 $ 381,626 $ 58,570 $ 0 $ 780,244 $(166,955) $(12,320) $ 1,053,503
Intermediate Bond Fund 12,696 359,090 34,039 (6,113) 323,762 (37,203) (9,423) 676,848
Balanced Fund 67,607 1,800,909 234,690 (138,676) 403,529 (127,800) (25,851) 2,214,408
Growth and Income Fund 78,201 2,200,160 23,105 456,566 2,509,556 (263,037) (28,539) 4,976,011
Growth Stock Fund 97,958 2,512,621 538,631 (490,365) 1,897,188 (203,485) (30,352) 4,322,196
Aggressive Growth Stock Fund 76,573 2,337,593 5,369 246,632 716,219 (99,125) (30,698) 3,252,563
International Fund 34,319 923,545 15,001 (55,289) 285,284 (49,691) (4,166) 1,149,003
Emerging Markets Fund 13,815 468,483 460 (88,504) (60,274) (13,438) 620 321,162
Capstar Broadcasting Corp. 0 63,102 402 172,653 276,057 (64) 384 512,534
Common Stock
Participant Loans 0 165,332 (13,092) 140,345 292,585
---------- ------------- --------- -------------- ---------- ----------- -------- -----------
Total $393,507 $11,047,130 $910,267 $ 96,903 $7,296,897 $(973,890) $ (0) $18,770,813
========== ============= ========= ============== ========== =========== ======== ===========
</TABLE>
10
<PAGE> 16
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, Continued
December 31, 1998
7. Changes in net assets for the investments and participants loans at market
value
The schedule of changes in net assets, excluding allocated employee
contributions receivable, for the investments at market value and participant
loans are as follows for the year ended December 31, 1997:
<TABLE>
<CAPTION>
Net
Balance Interest Appreciation Transfers Balance
October 1, and (Depreciation) from Plan Net December 31,
1997 Contributions Dividends of Investments Mergers Withdrawals Loans 1997
---------- ------------- --------- -------------- ---------- ----------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stable Value Fund $ 0 $ 12,306 $ 32 $ 0 $ 0 $ 0 $ 0 $ 12,338
Intermediate Bond Fund 0 12,654 36 6 12,696
Balanced Fund 0 66,910 3,511 (2,814) 67,607
Growth and Income Fund 0 77,121 1,080 78,201
Growth Stock Fund 0 97,391 567 97,958
Aggressive Growth Stock Fund 0 73,860 2,713 76,573
International Fund 0 33,530 1,323 (534) 34,319
Emerging Markets Fund 0 13,038 497 280 13,815
Capstar Broadcasting Corp. 0 0
Common Stock
Participant Loans 0 0
---------- ------------- --------- -------------- ---------- ----------- -------- ------------
Total $ 0 $ 386,810 $ 5,399 $ 1,298 $ 0 $ 0 $ 0 $ 393,507
========== ============= ========= ============== ========== =========== ======== ============
</TABLE>
11
<PAGE> 17
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
SCHEDULE G (FORM 5500) - PART I - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
* denotes Description of Investment including
party in Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current
interest Lessor, or Similar Party Collateral, Par or Maturity Value Cost Value
- --------- ---------------------------- ----------------------------------- ---- -----
Schwab Institutional Advantage Fund Fixed income investment fund $ 1,053,503 $ 1,053,503
Strong Government Securities Fund Conservative bond fund 683,997 676,848
Dodge & Cox Balanced Fund Balanced equity and debt fund 2,270,768 2,214,408
Selected American Shares Fund Capital appreciation fund 4,510,111 4,976,011
Oakmark Fund Aggressive capital growth fund 4,766,483 4,322,196
Baron Asset Fund Rapid capital growth fund 2,971,633 3,252,563
GAM International A Fund International funds seeking long-term growth 1,194,587 1,149,003
Montgomery Emerging Markets Fund Capital appreciation in non-U.S. securities 381,492 321,162
Capstar Broadcasting Corp. Common stock of Plan sponsor 337,818 512,534
Participant loans Loans to plan participants with
maturity dates through 2011, bearing
interest from 8.25% to 14.25% and
secured by the participant's vested
account balance -- 292,585
</TABLE>
<PAGE> 18
CAPSTAR BROADCASTING PARTNERS 401(k) RETIREMENT PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS, SCHEDULE G -(FORM 5500), PART V
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Purchase Selling Cost of Transaction Net Gain
Party Involved Description of Asset Price Price Asset Date (Loss)
-------------- -------------------- -------- ------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
1. A single transaction in excess of 5%
of the current value of Plan assets:
None
2. Any series of transactions with or in
conjunction with the same person
involving property other than
securities, which amount in the
aggregate to more than 5% of the
current value of Plan assets:
None
3. A series of transactions with respect
to securities of the same issue which
amount in the aggregate to more than
5% of the current value of total Plan
assets:
None
4. Any transaction with respect to
securities with or in conjunction
with a person if a prior or
subsequent single transaction has
occurred with respect to securities
with or in conjunction with that same
person in an amount in excess of 5%
of the current value of Plan assets:
None
</TABLE>