062098.0002 SAN ANTONIO 178889 v2
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
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING 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)
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
INDEX TO FORM 11-K
REQUIRED INFORMATION
Financial Statements
Independent Auditor's Report....................................... 3
Statements of Net Assets Available for Benefits.................... 5
Statement of Changes in Net Assets Available for Benefits.......... 6
Notes to Financial Statements...................................... 7
Supplemental Schedules............................................. 11
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.
UNIVERSAL OUTDOOR, INC. SALARY REDUCTION
PROFIT SHARING PLAN
Date: November 7, 2000
By: /s/ RANDALL T. MAYS
----------------------
Name: Randall T. Mays
-----------------
Title: Executive Vice President/
Chief Financial Officer
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Trustees of the
Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of the Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan as of
December 31, 1999 and 1998, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1999. 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 audits.
Except as discussed in the following paragraph, we conducted our audits 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
audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Nationwide Life Insurance
Company, the Custodian of the Plan, and transactions in those assets were
excluded from the scope of our audit of the Plan's 1998 financial statements,
except for comparing the information provided by the Custodian which is
summarized in Note 3 with the related information included in the financial
statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 1998. The form and content of the information included in the
1998 financial statements, other than that derived from the information
certified by the custodian, have been audited by us and, in our opinion, are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
<PAGE>
To the Trustees of the
Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Universal
Outdoor, Inc., Salary Reduction Profit Sharing Plan as of December 31, 1999, and
the changes in its net assets available for plan benefits for the year then
ended in conformity with generally accepted accounting principles.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1999, was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes and reportable transactions as of and for the year ended
December 31, 1999, 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. This supplemental information is the responsibility of the Plan's
management. The supplemental information has been subjected to the auditing
procedures applied in the audit of the basic financial statements for the year
ended December 31, 1999, and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
June 21, 2000
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
Assets 1999 1998
<S> <C> <C>
INVESTMENTS $ 13,837,351 $ 11,760,322
RECEIVABLES:
Employer's contribution 368,085 331,405
Participants' contributions 94,347 231,230
-------------- ---------------
Total receivables 462,432 562,635
-------------- ---------------
TOTAL ASSETS 14,299,783 12,322,957
LIABILITIES
Refundable contributions - 193
-------------- ---------------
TOTAL LIABILITIES - 193
-------------- ---------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 14,299,783 $ 12,322,764
============== ===============
</TABLE>
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1999
---------------------------
<TABLE>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
<S> <C>
Net appreciation in fair value of investments $ 2,339,397
Dividends and interest 58,210
Other 4,832
---------------
2,402,439
Contributions:
Employer 368,085
Participants 1,744,033
Rollovers 50,306
---------------
2,162,424
TOTAL ADDITIONS 4,564,863
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 2,587,844
---------------
TOTAL DEDUCTIONS 2,587,844
---------------
Net increase 1,977,019
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 12,322,764
---------------
End of year $ 14,299,783
===============
</TABLE>
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF PLAN
The following description of the Universal Outdoor, Inc. (the Company and Plan
Sponsor) Salary Reduction Profit Sharing Plan (the Plan) provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General -- The Plan is a defined contribution plan generally covering all
full-time employees of the Company who have one year of service. It is subject
to the provisions of the Employee Retirement Income Security Act of 1974.
Effective December 30, 1999, all of the Plan's investments were placed in a
master trust. The Plan's assets represent approximately 5% of the master trust's
assets.
In October 1997, the Company announced an agreement to merge with Clear Channel
Communications, Inc., a San Antonio-based diversified media company. The merger
was completed in the second quarter of 1998.
Contributions -- Employer contributions to the Plan consist of matching
contributions, qualified non-elective contributions, and discretionary
contributions made annually at the discretion of the Plan Sponsor's Board of
Directors. The employer contribution was $368,085 for the year ended December
31, 1999.
Participants may elect to defer a portion of their compensation by an amount
which does not exceed the maximum allowed under IRS rules and regulations.
Participants are always 100% vested in their voluntary contributions.
Participants who terminate their employment during the Plan year for reasons
other than death, total and permanent disability or retirement will not share in
the non-elective employer contribution and allocation of forfeitures unless
necessary to comply with Code Section 410(b) coverage requirement.
Each year, participants may contribute up to 15 percent of pretax annual
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.
The Plan currently offers six mutual funds and one money market fund as
investment options for participants.
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 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 will be used
to reduce employer contributions for the year in which the forfeiture occurs.
The amount of forfeitures used to reduce employer contributions for the year
ended December 31, 1999, was $20,100.
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF PLAN (continued)
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 generally 100% vested after six
years of credited service (or upon the death or disability of the participant).
Participant Loans -- Participants may borrow from their fund accounts a minimum
of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever
is less. The loans are secured by the balance in the participant's account and
bear interest at a fixed rate determined by the Plan Administrator.
Payment of Benefits -- On termination of service due to death, disability or
retirement, 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 or annual
installments over a period not to exceed the joint life expectancy of the
participant and his or her spouse. For termination of service for other reasons,
a participant may receive the value of the vested interest in his or her account
as a lump sum distribution.
2. SUMMARY OF ACCOUNTING POLICIES
Investment Valuation and Income Recognition -- The Plan's investments are stated
at fair value. Quoted market prices are used to value investments. Shares of
mutual funds are valued at the net asset value of shares held by the Plan at
year-end.
Purchases and sales of securities are recorded on a trade date basis. Dividends
are recorded on the ex-dividend date.
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 CUSTODIAN
For the year ended December 31, 1998, the Plan Administrator elected the method
of annual reporting compliance permitted by 29 CFR 2520.103-8 of the Department
of Labor's Rules and Regulations for reporting and disclosure under the Employee
Retirement Income Security Act of 1974. Accordingly, the Custodian has certified
that the investments, except for participant notes receivable, as shown in the
statements of net assets available for plan benefits and related disclosures
included in the accompanying financial statements, are complete and accurate.
The Plan's independent auditors did not perform auditing procedures with respect
to this information except for comparing such information to the related
information included in the financial statements and supplemental schedules.
Effective December 30, 1999, the Plan changed to Fidelity Investments
Institutional Operations Company, Inc., for its custodial and administrative
functions. All of the plan assets previously held by Nationwide Life Insurance
were transferred to Fidelity.
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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4. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net
assets:
<TABLE>
1999 1998
<S> <C> <C>
American Century Ultra Fund $ - $ 3,118,890
Dreyfus S&P 500 Index Fund - 2,192,100
Fidelity Puritan Fund 1,438,600 1,572,198
Neuberger & Berman Guardian Fund - 1,904,404
Templeton Foreign Fund - 1,087,387
T-Note Rate Fund - 1,288,649
Fidelity Diversified International Fund 1,330,314 -
Fidelity Equity Income Fund 1,702,760 -
Fidelity Low Priced Stock Fund 3,847,484 -
Fidelity Retirement Money Market Portfolio 1,213,285 -
Spartan U.S. Equity Index Fund 3,730,764 -
----
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value as
follows:
Mutual funds $ 2,339,397
==============
</TABLE>
5. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments Institutional Operations Company, Inc. Fidelity Investments
Institutional Operations Company, Inc., is the Custodian as defined by the Plan
and, therefore, these transactions qualify as party-in-interest transactions.
The Plan Sponsor paid approximately $35,000 in administrative expenses related
to the Plan for the year.
6. PLAN TERMINATION
Universal Outdoor, Inc., adopted a corporate resolution on behalf of the
Universal Outdoor, Inc., Salary Reduction Profit Sharing Plan wherein both
employer and employee contributions to the Plan were frozen as of December 31,
1999. Participants' account balances are fully vested in the Plan as of December
31, 1999. All employees of Universal Outdoor, Inc., became eligible to
participate in the Clear Channel Communications, Inc., 401(k) saving plan
effective January 1, 2000. As of the report date, the Plan Sponsor had not
expressed an intent to terminate the Plan.
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated October 12, 1995, 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.
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
EMPLOYER IDENTIFICATION NUMBER: 36-2827496
PLAN NUMBER: 002
DECEMBER 31, 1999
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<TABLE>
Schedule H, Line 4(i): Schedule of Assets Held for Investment Purposes at End
of Year
Description of investment including
Identity of issue, borrower, maturity date, rate of interest
lessor or similar party collateral, par or maturity value Current Value
----------------------------------- -------------------------------------- --------------
<S> <C>
* Fidelity Diversified International Fund Overseas growth mutual fund $ 1,330,314
* Fidelity Equity Income Fund Growth and income mutual fund 1,702,760
* Fidelity Low Priced Stock Fund Growth mutual fund 3,847,484
* Fidelity Puritan Fund Balanced mutual fund 1,438,600
* Fidelity Retirement Money Market Portfolio Money market fund 1,213,285
PIMCO Total Return Fund Income mutual fund 301,177
Spartan U.S. Equity Index Fund Growth and income mutual fund 3,730,764
Participant loans Various due dates with interest
rates ranging from 7% to 10% 272,967
--------------
$ 13,837,351
==============
*denotes party-in-interest
</TABLE>
<PAGE>
UNIVERSAL OUTDOOR, INC.
SALARY REDUCTION PROFIT SHARING PLAN
EMPLOYER IDENTIFICATION NUMBER: 36-2827496
PLAN NUMBER: 002
DECEMBER 31, 1999
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Schedule H, Line 4(j): Schedule of Reportable
Transactions
<TABLE>
Current
Description of Expense value of
asset
Identity (including interest incurred asset on
of party rate and maturity Purchase Selling Lease with transaction Net gain
involved in case of a loan) price price rental transaction date or (loss)
-------------------------- -------------------- ------------- ------------- ------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
* T-Note Rate Fund Guaranteed return $ - $ 676,266 $ - $ - $ 676,266 $ -
* Nationwide Money Market Money market fund $ 676,266 $ - $ - $ - $ 676,266 $ -
Fund
Dreyfus S&P 500 Index Equity mutual fund $ - $ 2,743,756 $ - $ - $ 2,743,756 $ -
Fund
* Fidelity Puritan Fund Equity/Bond mutual $ - $ 912,343 $ - $ - $ 912,343 $ -
fund
Neuberger & Berman Equity mutual fund $ - $ 1,290,189 $ - $ - $ 1,290,189 $ -
Guardian Fund
* Nationwide Money Market Money market fund $ - $ 726,233 $ - $ - $ 726,233 $ -
Fund
American Century Ultra Equity mutual fund $ - $ 2,944,603 $ - $ - $ 2,944,603 $ -
Fund
Templeton Foreign Fund Equity/Bond mutual $ - $ 969,004 $ - $ - $ 969,004 $ -
fund
* Fidelity Puritan Fund Equity/Bond mutual $ 1,434,820 $ - $ - $ - $ 1,434,820 $ -
fund
* Fidelity Equity Income Growth and income $ 1,691,935 $ - $ - $ - $ 1,691,935 $ -
Fund
mutual fund
* Fidelity Low Priced Growth mutual fund $ 3,803,298 $ - $ - $ - $ 3,803,298 $ -
Stock Fund
* Fidelity Diversified Overseas growth $ 1,325,122 $ - $ - $ - $ 1,325,122 $ -
International mutual
Fund fund
* Fidelity Retirement Money market fund $ 1,213,097 $ - $ - $ - $ 1,213,097 $ -
Money Market
Portfolio
Spartan U.S. Growth and income $ 3,718,589 $ - $ - $ - $ 3,718,589 $ -
Equity Index Fund
mutual fund
* denotes party-in-interest
</TABLE>
