<PAGE> 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)
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CLEAR CHANNEL COMMUNICATIONS, INC. 401(k) SAVINGS PLAN
INDEX TO FORM 11-K
REQUIRED INFORMATION
<TABLE>
<CAPTION>
Financial Statements
<S> <C>
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
</TABLE>
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
---------------------------------------------------
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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
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CLEAR CHANNEL COMMUNICATIONS, INC.
401(k) SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
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
============ ============
</TABLE>
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CLEAR CHANNEL COMMUNICATIONS, INC.
401(k) SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<S> <C>
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
============
</TABLE>
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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.
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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).
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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.
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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:
<TABLE>
<CAPTION>
December 31,
Description of Investment 1999 1998
---------------------------------- --------------------------------
<S> <C> <C>
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
============ ============
</TABLE>
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%.
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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:
<TABLE>
<S> <C>
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
============
</TABLE>
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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:
<TABLE>
<S> <C>
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
============
</TABLE>
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:
<TABLE>
<CAPTION>
December 31,
1999 1998
----------------------------------
<S> <C> <C>
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
============= =============
</TABLE>
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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:
<TABLE>
<S> <C>
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
============
</TABLE>
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.
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SUPPLEMENTAL SCHEDULE
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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
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
----------- ------------------------- ---------------------------------- ---------- --------------
<S> <C> <C> <C> <C>
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
</TABLE>
(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.
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