<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
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)
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ELLER MEDIA COMPANY 401(k) PLAN
INDEX TO FORM 11-K
REQUIRED INFORMATION
<TABLE>
<CAPTION>
Financial Statements
<S> <C>
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
</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.
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
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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
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ELLER MEDIA COMPANY
401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
----------- -----------
<S> <C> <C>
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
=========== ===========
</TABLE>
Notes to financial statements form an integral part of these statements.
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ELLER MEDIA COMPANY
401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<S> <C>
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
===========
</TABLE>
Notes to financial statements form an integral part of these statements.
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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.
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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.
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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.
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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:
<TABLE>
<CAPTION>
December 31,
1999 1998
----------- -----------
<S> <C> <C>
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
=========== ===========
</TABLE>
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.
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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:
<TABLE>
<CAPTION>
December 31,
1999 1998
----------- -----------
<S> <C> <C>
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
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500 for the year ended December 31, 1999:
<TABLE>
<S> <C>
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
===========
</TABLE>
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.
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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%.
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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:
<TABLE>
<CAPTION>
ASSETS
Receivables:
<S> <C>
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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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:
<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>
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SUPPLEMENTAL SCHEDULE
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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
<TABLE>
<CAPTION>
(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
------------------------- ------------------------------------------ ------------
<S> <C> <C> <C> <C>
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
</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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