SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------------------------------
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended December 31, 1996.
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
Commission File No. 1-13674
A. Full title and address of the plan, if different from that of the
issuer named below:
Katz Media Corporation Savings and Profit Sharing Plan
125 West 55th Street
New York, New York 10019
Seltel, Inc. Profit Sharing Plan
125 West 55th Street
New York, New York 10019
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Katz Media Group, Inc.
125 West 55th Street
New York, New York 10019
(212) 424-6000
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
KATZ MEDIA CORPORATION
SAVINGS AND PROFIT SHARING PLAN
By: KATZ MEDIA GROUP, INC.
(plan administrator)
By: /s/ Richard E. Vendig
-------------------------------------------
Richard E. Vendig
Senior Vice President
Chief Financial & Administrative Officer
Dated: October 29, 1997
<PAGE>
Katz Media
Corporation
Savings and Profit
Sharing Plan
Financial Statements and
Supplemental Schedules
December 31, 1996 and 1995
<PAGE>
Katz Media Corporation
Savings and Profit Sharing Plan
Financial Statements and Supplemental Schedules
December 31, 1996 and 1995
Index
Page
Report of Independent Accountant 1
Statement of Net Assets Available for Benefits, with
Fund Information as of December 31, 1996 2
Statement of Net Assets Available for Benefits, with
Fund Information as of December 31, 1995 3
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the
Year Ended December 31, 1996 4
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the
Year Ended December 31, 1995 5
Notes to Financial Statements 6-14
Supplemental Schedules
I. Form 5500, Item 27a-Schedule of Assets held for
Investment Purposes as of December 31, 1996
II. Form 5500, Item 27d-Schedule of Reportable
Transactions for the Year Ended December 31, 1996
Other schedules required by Section 2520.103-10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.
<PAGE>
Report of the Independent Accountants
October 14, 1997
To the Participants and Administrator of the
Katz Media Corporation Savings and Profit Sharing Plan
We have audited the accompanying statement of net assets available for benefits,
with fund information of the Katz Media Corporation Savings and Profit Sharing
Plan (the Plan) as of December 31, 1996 and the related statement of changes in
net assets available for benefits, with fund information for the year then
ended. 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 in the first paragraph of
this report present fairly, in all material respects, the fair presentation of
net assets of the Plan as of December 31, 1996, and changes in net assets for
the year then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required by
the Employee Retirement Income Security Act of 1974 (ERISA). Such information
has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
We were also engaged to audit the financial statements of the Katz Media
Corporation Savings and Profit Sharing Plan as of December 31, 1995 and for the
year then ended. As permitted by Section 2520.103-8 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA, investment
assets held by Marine Midland Bank, N.A., the trustee of the Plan, and
transactions in those assets were excluded from the scope of our audit of the
Plan's financial statements, except for comparing the information provided by
the trustee, which is summarized in Note 6, 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, 1995. The form and content of the information included in the
1995 financial statements, other than that derived from the information
certified by the trustee, 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 ERISA.
Price Waterhouse LLP
<PAGE>
<TABLE>
<CAPTION>
Katz Media Corporation 2a
Savings and Profit Sharing Plan
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Participant Directed
------------------------------------------------------------------------------------------------------------
Invesco Federated
Income Plus AIM Income Industrial Equity Income
Assets Fund Fund Income Fund Fund
<S> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered
Investment companies:
Income Plus Fund $ 2,008,860
AIM Income Fund -- $ 1,382,350
Invesco Ind. Income Fund -- -- $ 3,416,619
Federated Equity Income -- -- -- $ 181,619
Fidelity Magellan Fund -- -- -- --
Fidelity Equity Growth -- -- -- --
AIM Constellation Fund -- -- -- --
Rembrandt International Fund -- -- -- --
Rembrandt Global Fixed
Income Fund -- -- -- --
Katz Stock Fund -- -- -- --
Loan Receivables -- -- -- --
------------ ----------- ----------- -----------
Total investments 2,008,860 1,382,350 3,416,619 181,619
------------ ----------- ----------- -----------
Receivables:
Employer's contributions 31,435 30,008 86,933 4,456
Participants' contributions 2,475 3,758 9,882 498
------------ ---------- ---------- -----------
Total receivables 33,910 33,766 96,815 4,954
------------ ---------- ---------- -----------
Total assets 2,042,770 1,416,116 3,513,434 186,573
------------ ---------- ---------- -----------
Liabilities
Accumulated discrimination refunds
payable (13,518) (6,090) (32,435) (1,943)
------------- ---------- ---------- -----------
Total liabilities (13,518) (6,090) (32,435) (1,943)
------------- ---------- ---------- -----------
Net assets available for benefits $ 2,029,252 $1,410,026 $ 3,480,999 $ 184,630
============ ========= ========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Katz Media Corporation 2b
Savings and Profit Sharing Plan
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Participant Directed
------------------------------------------------------------------------------------------------------------
AIM Rembrandt
Fidelity Fidelity Equity Constellation International
Assets Magellan Fund Growth Fund Fund Fund
<S> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered
Investment companies:
Income Plus Fund
AIM Income Fund
Invesco Ind. Income Fund
Federated Equity Income
Fidelity Magellan Fund $ 20,007
Fidelity Equity Growth -- $ 4,766,735
AIM Constellation Fund -- -- $ 6,191,396
Rembrandt International Fund -- -- -- $ 1,527,873
Rembrandt Global Fixed
Income Fund -- -- -- --
Katz Stock Fund -- -- -- --
Loan Receivables -- -- -- --
----------- ---------- ---------- ----------
Total investments 20,007 4,766,735 6,191,396 1,527,873
----------- ---------- ---------- ----------
Receivables:
Employer's contributions -- 171,879 213,666 54,538
Participants' contributions -- 20,527 23,867 5,027
----------- ---------- ---------- ----------
Total receivables -- 192,406 237,533 59,565
----------- ---------- ---------- ----------
Total assets 20,007 4,959,141 6,428,929 1,587,438
----------- ---------- ---------- ----------
Liabilities
Accumulated discrimination refunds
payable -- (71,479) (93,233) (20,428)
---------- ----------- ----------- -----------
Total liabilities -- (71,479) (93,233) (20,428)
---------- ----------- ----------- -----------
Net assets available for benefits $ 20,007 $ 4,887,662 $ 6,335,696 $ 1,567,010
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Katz Media Corporation 2c
Savings and Profit Sharing Plan
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Participant Directed
------------------------------------------------------------------------------------------------------------
Rembrandt
Global Fixed Katz Stock Loan
Assets Income Fund Receivables Totals
<S> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered
Investment companies:
Income Plus Fund $ 2,008,860
AIM Income Fund 1,382,350
Invesco Ind. Income Fund 3,416,619
Federated Equity Income 181,619
Fidelity Magellan Fund 20,007
Fidelity Equity Growth 4,766,735
AIM Constellation Fund 6,191,396
Rembrandt International Fund 1,527,873
Rembrandt Global Fixed --
Income Fund $ 49,617 49,617
Katz Stock Fund -- $ 14,037 14,037
Loan Receivables -- -- $ 1,534,880 1,534,880
---------- ---------- ----------- ---------
Total investments 49,617 14,037 1,534,880 21,093,997
---------- ---------- ----------- ----------
Receivables:
Employer's contributions 2,706 3,971 -- 599,592
Participants' contributions 425 362 -- 66,821
---------- --------- ----------- ----------
Total receivables 3,131 4,333 -- 666,413
---------- --------- ----------- ----------
Total assets 52,748 18,370 1,534,880 21,760,406
---------- --------- ----------- ----------
Liabilities
Accumulated discrimination refunds -- (240,182)
----------- -----------
payable (733) (323)
----------- ----------
Total liabilities (733) (323) -- (240,182)
----------- ---------- ----------- -----------
Net assets available for benefits $ 52,015 $ 18,047 $ 1,534,880 $21,520,224
========== ========= ========== ==========
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Katz Media Corporation
Savings and Profit Sharing Plan 3a
Statement of Net Assets Available for Benefits
As of December 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
Participant Directed
------------------------------------------------------------------------------------------------------------
AIM AIM Fidelity Fidelity AIM Fidelity
Money Market Income Puritan Magellan Constellation Overseas
Fund Fund Fund Fund Fund Fund
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered
investment companies:
AIM Money Market Fund $ 1,069,611
AIM Income Fund - $ 1,295,084
Fidelity Puritan Fund - - $ 2,940,804
Fidelity Magellan Fund - - - $ 4,264,575
AIM Constellation Fund - - - - $ 4,727,804
Fidelity Overseas Fund - - - - - $1,251,716
Katz Bond Fund - - - - - -
Loan Receivables - - - - - -
------------ ----------- ----------- ----------- ----------- ----------
Total investments 1,069,611 1,295,084 2,940,804 4,264,575 4,727,804 1,251,716
------------ ----------- ----------- ----------- ----------- ----------
Receivables:
Employer's contributions 28,684 35,891 100,778 177,469 207,396 60,600
Participants' contributions 6,247 9,463 26,280 41,953 48,489 12,748
------------ ----------- ----------- ----------- ----------- ----------
Total receivables 34,931 45,354 127,058 219,422 255,885 73,348
Total assets 1,104,542 1,340,438 3,067,862 4,483,997 4,983,689 1,325,064
Liabilities
Accumulated discrimination refunds
payable (4,798) (4,313) (25,638) (57,948) (77,092) (21,461)
Trustee fees payable (1,452) (1,505) (2,566) (3,480) (3,858) (1,495)
------------ ----------- ----------- ----------- ----------- ----------
Total liabilities (6,250) (5,818) (28,204) (61,428) (80,950) (22,956)
------------ ----------- ----------- ----------- ----------- ----------
Net assets available for benefits $ 1,098,292 $ 1,334,620 $ 3,039,658 $ 4,422,569 $ 4,902,739 $1,302,108
------------ ----------- ----------- ----------- ----------- ----------
------------ ----------- ----------- ----------- ----------- ----------
<PAGE>
Katz Media Corporation
Savings and Profit Sharing Plan 3b
Statement of Net Assets Available for Benefits
As of December 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
Participant Directed
------------------------------------------------------------------------------------------------------------
Katz
Bond Loan
Fund Receivables Total
Assets
<S> <C> <C> <C>
Investments, at fair value:
Shares of registered
investment companies:
AIM Money Market Fund $ 1,069,611
AIM Income Fund 1,295,084
Fidelity Puritan Fund 2,940,804
Fidelity Magellan Fund 4,264,575
AIM Constellation Fund 4,727,804
Fidelity Overseas Fund 1,251,716
Katz Bond Fund $ 761,685 761,685
Loan Receivables - $ 1,413,056 1,413,056
--------- ------------ ----------
Total investments 761,685 1,413,056 17,724,335
--------- ------------ ----------
Receivables:
Employer's contributions - - 610,818
Participants' contributions - - 145,180
--------- ------------ ----------
Total receivables - - 755,998
Total assets 761,685 1,413,056 18,480,333
Liabilities
Accumulated discrimination refund
payable - - (191,250)
Trustee fees payable - - (14,356)
--------- ------------ ----------
Total liabilities - - (205,606)
--------- ------------ ----------
Net assets available for benefits $ 761,685 $ 1,413,056 $ 18,274,727
--------- ------------ ----------
--------- ------------ ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Katz Media Corporation 4a
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity Invesco
AIM Money Income Plus AIM Income Puritan Industrial
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest $ 65,139 $ 71,604
Interest-loans 7,169 6,273 $ 19,789
Dividends - - 368,794
Net appreciation (depreciation)
in fair value of investments - 19,410 148,241
Loan principal repayments 24,996 19,646 73,410
Contributions:
Employer's 31,435 30,008 86,933
Participants' 139,665 133,665 395,175
Rollovers 2,849 9,658 2,657
------------- ----------- ----------- ----------- ---------
Total additions 271,253 290,264 1,094,999
------------- ----------- ----------- ----------- ---------
Deductions:
Benefit payments (198,863) (105,135) (360,348)
Loan distributions (132,118) (19,533) (112,161)
------------- ----------- ----------- ----------- ---------
Total deductions (330,981) (124,668) (472,509)
------------- ----------- ----------- ----------- ---------
Interfund transfers 990,688 (90,190) (181,149)
Transfer of assets $ (1,098,292) 1,098,292 - $(3,039,658) 3,039,658
Net increase/(decrease) (1,098,292) 2,029,252 75,406 (3,039,658) 3,480,999
------------- ----------- ----------- ----------- ---------
Net asset available for benefits
Beginning of year 1,098,292 - 1,334,620 3,039,658 -
------------- ----------- ----------- ----------- ---------
End of year $ - $ 2,029,252 $ 1,410,026 $ - $3,480,999
------------- ----------- ----------- ----------- ---------
------------- ----------- ----------- ----------- ---------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Katz Media Corporation 4b
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Fidelity Fidelity AIM Rembrandt
Equity Magellan Equity Constellation International
Fund Fund Growth Fund Fund
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest
Interest-loans $ 1,032 $ 12,407 $ 13,391 $ 38,238 $ 7,905
Dividends 5,819 690,179 19,216 209,628 19,936
Net appreciation (depreciation)
in fair value of investments 9,379 (569,422) 65,338 595,773 105,093
Loan principal repayments 849 42,557 47,419 113,345 18,263
Contributions:
Employer's 4,457 - 171,879 213,666 54,538
Participants' 12,461 415,077 375,584 955,789 263,148
Rollovers 3,565 23,611 5,294 33,293 8,529
---------- ----------- ---------- ----------- ----------
Total additions 37,562 614,409 698,121 2,159,732 477,412
---------- ----------- ---------- ----------- ----------
Deductions:
Benefit payments (1,942) (283,062) (325,487) (645,975) (179,672)
Loan distributions (711) (17,925) (56,660) (169,887) (19,460)
---------- ----------- ---------- ----------- ----------
Total deductions (2,653) (300,987) (382,147) (815,862) (199,132)
---------- ----------- ---------- ----------- ----------
Interfund transfers 149,721 (4,715,984) 4,571,688 89,087 (13,378)
Transfer of assets - - - - 1,302,108
Net increase/(decrease) 184,630 (4,402,562) 4,887,662 1,432,957 1,567,010
---------- ----------- ---------- ----------- ----------
Net asset available for benefits
Beginning of year - 4,422,569 - 4,902,739 -
---------- ----------- ---------- ----------- ----------
End of year $ 184,630 $ 20,007 $4,887,662 $ 6,335,696 $1,567,010
---------- ----------- ---------- ----------- ----------
---------- ----------- ---------- ----------- ----------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Katz Media Corporation 4c
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Rembrandt Fidelity Katz Katz
Global Fixed Overseas Bond Stock Loan
Income Fund Fund Fund Receivables
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest $ 56,040
Interest-loans $ 731 - $ 155
Dividends 2,816 - -
Net appreciation (depreciation)
in fair value of investments 359 30,806 (1,213)
Loan principal repayments 1,559 - 428 $(342,472)
Contributions:
Employer's 2,706 - 3,971 -
Participants' 7,392 - 3,469 -
Rollovers 1,358 - 547 -
--------- ---------- --------- --------- ---------
Total additions 16,921 86,846 7,357 (342,472)
--------- ---------- --------- --------- ---------
Deductions:
Benefit payments (754) (138) (323) (65,208)
Loan distributions (947) - (102) 529,504
--------- ---------- --------- --------- ---------
Total deductions (1,701) (138) (425) 464,296
--------- ---------- --------- --------- ---------
Interfund transfers 36,795 (848,393) 11,115 -
Transfer of assets - $(1,302,108) - - -
Net increase/(decrease) 52,015 (1,302,108) (761,685) 18,047 121,824
--------- ---------- --------- --------- ---------
Net asset available for benefits
Beginning of year - 1,302,108 761,685 - 1,413,056
--------- ---------- --------- --------- ---------
End of year $ 52,015 $ - $ - $ 18,047 $1,534,880
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Katz Media Corporation 4d
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Totals
<S> <C>
Additions:
Investment income:
Interest $ 192,783
Interest-loans 107,090
Dividends 1,316,388
Net appreciation (depreciation)
in fair value of investments 403,764
Loan principal repayments -
Contributions:
Employer's 599,593
Participants' 2,701,425
Rollovers 91,361
---------
Total additions 5,412,404
---------
Deductions:
Benefit payments (2,166,907)
Loan distributions -
---------
Total deductions (2,166,907)
---------
Interfund transfers -
Transfer of assets -
Net increase/(decrease) 3,245,497
---------
Net asset available for benefits
Beginning of year 18,274,727
---------
End of year $21,520,224
---------
---------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Katz Media Corporation 5a
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
AIM AIM Fidelity Fidelity AIM Fidelity
Money Market Income Puritan Magellan Constellation Overseas
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest $ 57,927 $ 9,031 $ 22,016 $ 21,715 $ 32,463 $ 7,529
Dividends - 97,316 80,191 25,418 - 14,151
Collective Fund Income 1,917 1,357 2,315 3,460 3,409 1,836
Net appreciation in fair
value of investments - 152,087 436,506 970,243 1,089,927 88,542
Loan principal repayments 24,793 23,129 80,434 83,570 97,249 25,209
Contributions:
Employer's 40,534 36,275 86,265 178,891 201,590 63,607
Participants' 160,341 170,887 457,743 755,082 881,917 304,652
Rollover 7,518 41,698 76,766 119,302 109,764 68,403
---------- -------- ---------- ---------- ----------- ---------
Total additions 293,030 531,780 1,242,236 2,157,681 2,416,319 573,929
---------- -------- ---------- ---------- ----------- ---------
Deductions:
Benefit payments (98,893) (213,086) (332,716) (469,357) (528,352) (162,417)
Loan distributions (33,158) (70,902) (165,785) (216,847) (300,328) (59,705)
Administration fees (4,836) (5,005) (7,826) (10,428) (11,512) (4,944)
---------- -------- ---------- ---------- ----------- ---------
Total deductions (136,887) (288,993) (506,327) (696,632) (840,192) (227,066)
---------- -------- ---------- ---------- ----------- ---------
Interfund transfers (191,602) (135,225) (143,074) 252,537 251,695 (25,249)
---------- -------- ---------- ---------- ----------- ---------
Net increase/(decrease) (35,459) 107,562 592,835 1,713,586 1,827,822 321,614
---------- -------- ---------- ---------- ----------- ---------
Net asset available for benefits
Beginning of year 1,133,751 1,227,058 2,446,823 2,708,983 3,074,917 980,494
---------- -------- ---------- ---------- ----------- ---------
End of year $1,098,292 $1,334,620 $3,039,658 $4,422,569 $ 4,902,739 $1,302,108
---------- -------- ---------- ---------- ----------- ---------
---------- -------- ---------- ---------- ----------- ---------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Katz Media Corporation 5b
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
Katz
Bond Loan
Fund Receivables Total
<S> <C> <C> <C>
Additions:
Investment income:
Interest $ 71,400 $ 222,081
Dividends - 217,076
Collective Fund Income 7,390 21,684
Net appreciation in fair
value of investments 16,800 2,754,105
Loan principal repayments - $ (334,384) -
Contributions:
Employer's - - 607,162
Participants' - - 2,730,622
Rollover - - 423,451
-------- ----------- ------------
Total additions 95,590 (334,384) 6,976,181
-------- ----------- ------------
Deductions:
Benefit payments (21,216) (27,110) (1,853,147)
Loan distributions - 846,725 -
Administration fees - - (44,551)
-------- ----------- ------------
Total deductions (21,216) 819,615 (1,897,698)
-------- ----------- ------------
Interfund transfers (9,082) - -
-------- ----------- ------------
Net increase/(decrease) 65,292 485,231 5,078,483
-------- ----------- ------------
Net asset available for benefits
Beginning of year 696,393 927,825 13,196,244
-------- ----------- ------------
End of year $761,685 $ 1,413,056 $ 18,274,727
-------- ----------- ------------
-------- ----------- ------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Katz Media Corporation 6
Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
1. Description of the Plan
The following description of the Katz Media Corporation Savings and Profit
Sharing Plan (the "Plan") provides general information about the Plan.
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 covering eligible employees of Katz
Media Group, Inc. and its wholly owned subsidiaries Katz Media Corporation,
Christal Radio Sales, Inc., Eastman Radio Sales, Inc., Millennium
Marketing, Inc. and Banner Radio Sales, Inc. (collectively, the "Company").
Employees with greater than six months of credited service, as defined by
the Plan agreement, are eligible for participation with respect to both
participant and employer contributions. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Administration
The Plan is administered by the Administrative Committee of Katz Media
Group, Inc. (the "Committee"). The Committee has the authority to control
and manage the operations and administration of the Plan. All
administrative expenses are borne by the Company. In the prior year Trustee
fees were paid by the Plan. Effective January 1, 1996, LaSalle National
Bank, N.A. ("LaSalle") was appointed Trustee of the Plan replacing Marine
Midland Bank, N.A. Investment decisions are made by the Plan's investment
managers. Their activities are monitored by members of the Committee. The
Plan's investment managers include the AIM Family of Funds and Fidelity
Institutional Retirement Services Company. Effective January 1, 1996, the
Committee appointed LaSalle, Federated Investors, Rembrandt Funds and
Invesco Funds as additional investment managers to further diversify the
Plan's investment strategy.
Contributions
Participants may elect to contribute up to 12% of their annual compensation
to the Plan. The Board of Directors (the "Board") authorizes the employer's
matching contribution made to the Plan. Effective January 1, 1994, the
first $200 of a participant's contributions are matched 100% and the
remaining balance of the first 6% of each participant's compensation is
matched at 25%. Investment of all contributions are participant directed.
For 1996 and 1995, the maximum permissible annual 401(k) deferred salary
contribution per participant was $9,500 and $9,240, respectively. The
Company may make additional contributions out of the net profits of the
Company to the Plan. Any additional contributions made by the Company will
be determined each year by the Board. No additional contributions were made
to the Plan for 1996 and 1995. All contributions are subject to certain
limitations.
<PAGE>
Katz Media Corporation 7
Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
Participant's Accounts
Each participant's account is credited with the participant's contributions
and an allocation of the employer contribution and investment earnings.
Allocations of earnings are based on average account balances. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
Vesting
Employee and employer contributions, plus actual earnings thereon, are 100%
vested at all times, except for the additional contributions made, if any,
out of the net profits of the Company. Participants become 100% vested in
funds allocated to the profit sharing portion of their account if they are
employed by the Company on or after their 65th birthday, incur a disability
or die while employed by the Company, or have at least 5 years of credited
service with the Company.
Plan Termination
Although it has not expressed any intent to do so, the Company reserves the
right to amend or terminate the Plan, in whole or in part, at any time
subject to the provisions of ERISA. If the Plan is terminated or if the
Company completely discontinues contributions under the Plan, those
participants who are employees at the effective date of the Plan's
termination will become fully vested.
Participant Loans
Pursuant to the Plan, participants may obtain loans from previously made
employee contributions. Plan participants are eligible for loans which are
not to exceed the lesser of 50% of the participant's total vested interest
in the Plan, or $50,000 reduced by the excess of (i) the participant's
highest outstanding loan balance from all plans during the one-year period
ending on the day before the date the loan is made, over (ii) the
participant's outstanding loan on the date the loan is made. Disbursements
to participants for loans are treated as a loan distribution from the
investment fund to the Loan Receivables fund. Principal payments from
participants are treated as repayments from the Loan Receivables fund to
the investment fund. Loan terms are up to 5 years for general purposes or
up to 20 years (for the purchase of a primary residence). The loans are
secured by the balance in the participants' account and bear interest at a
rate determined by the Committee at the time the loan is made. For 1996 and
1995, interest was applied at 1% above the Prime Rate. Interest rates on
loans outstanding range from 7.0% to 10.5% for 1996 and 1995. Principal and
interest is paid through periodic payroll deductions.
Payment of Benefits
On termination of service, a participant may receive a lump-sum amount
equal to the value of their account.
<PAGE>
Katz Media Corporation 8
Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
Investment Options
Effective January 1, 1996, the Committee approved the addition of six new
fund options to the Plan. In addition, the Fidelity Magellan Fund was
replaced with the Fidelity Equity Growth Fund. The company also added the
Katz Stock Fund. Participant balances were transferred to the new funds in
accordance with participant's election percentages.
Upon enrollment in the plan, a participant may direct contributions in any
of the nine investment options:
o LaSalle Income Plus Fund - funds are invested in shares of the bank's
commingled funds which invests in commercial paper and U.S. Treasury
bills.
o AIM Income Fund - funds are invested in shares of a registered
investment company which invests in corporate and U.S. government
bonds.
o Invesco Industrial Income Fund - funds are invested in shares of a
registered investment company which invests in common stocks and
corporate bonds.
o Federated Equity Income Fund - funds are invested in shares of a
registered investment company which invests at least 65% of its assets
in income producing securities.
o Fidelity Equity Growth Fund - funds are invested in shares of a
registered investment company which invests in common stocks of both
large and small domestic and foreign corporations.
o AIM Constellation Fund - funds are invested in shares of a registered
investment company which invests primarily in the common stocks of
medium or small-size domestic corporations.
o Rembrandt International Equity Growth fund - funds are invested in
shares of a registered investment company which invests at least 65%
of its assets in stocks of corporations outside of North America.
o Rembrandt Global Fixed-Income Fund - funds are invested in bonds and
debentures of worldwide issuers.
o Katz Stock Fund - Invests in Katz Media Group Common Stock.
Participants may change their investment option at any time using a
toll-free 800 number. Prior to 1996, participants could only change their
investment options at the beginning of each month using manual forms.
<PAGE>
Katz Media Corporation 9
Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
During 1992, Katz Media Corporation issued Senior Subordinated Notes (at
12.75%, due 2002) and gave employees the option to purchase these bonds
with money from their other funds in the Plan. In 1995 the Company
repurchased these bonds through a Tender Offer and this fund was
terminated.
2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
Investment and valuation and income recognition
The Plan's investments are stated at fair value except for the LaSalle
Income Plus Fund. This fund is valued at cost, which approximates fair
value, due to the short term maturities of the investments comprising the
fund. Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan at
year-end. The Company's stock is valued at its quoted market price. Loan
receivables are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded when earned. Dividends are recorded on the
ex-dividend date.
Benefit obligations
Benefits are recorded when paid.
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31, 1996
<S> <C>
Net assets available for benefits per financial statements $ 21,520,224
Amounts allocated to withdrawing participants (134,089)
--------------
Net assets available for benefits per Form 5500 $ 21,386,135
--------------
--------------
December 31, 1995
Net assets available for benefits per financial statements $ 18,274,727
Amounts allocated to withdrawing participants (299,914)
--------------
Net assets available for benefits per Form 5500 $ 17,974,813
--------------
--------------
</TABLE>
<PAGE>
Katz Media Corporation 10
Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1996
<S> <C>
Benefits paid to participants per the financial statements $ 2,166,907
Add: Amounts allocated to withdrawing participants
at December 31, 1996 134,089
------------
Benefits paid to participants per the Form 5500 $ 2,300,996
------------
------------
Year Ended
December 31, 1995
Benefits paid to participants per the financial statements $ 1,853,147
Add: Amounts allocated to withdrawing participants
at December 31, 1995 299,914
------------
Benefits paid to participants per the Form 5500 $ 2,153,061
------------
------------
</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 paid as of that date.
During 1995 certain employees of the Company were transferred to the
National Cable Corporation ("NCC"), a joint venture of the Company. The
following amounts were transferred to NCC Savings Plan. These amounts are
included in benefits paid to participants on the financial statements.
AIM Money Market Fund $ 1,398
AIM Income Fund 1,604
Fidelity Puritan Fund 4,851
Fidelity Magellan Fund 4,245
AIM Constellation Fund 6,351
Fidelity Overseas Fund 6,191
-------
$24,640
-------
-------
<PAGE>
Katz Media Corporation 11
Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
Net appreciation (depreciation) in fair value of investments
Net appreciation (depreciation) in the fair value of investments includes
both realized and unrealized gains and losses. Realized and unrealized
gains and losses on Plan assets are based on the value of the assets at the
beginning of the Plan year or at the time of purchase during the year. The
allocation of the net appreciation (depreciation) in fair value of
investments to the respective fund balances are as follows:
<TABLE>
<CAPTION>
December 31, 1996
Realized Unrealized
Gain (Loss), Appreciation
Net (Depreciation) Net
------------ -------------- ------------
<S> <C> <C> <C>
AIM Income Fund* $ (6,201) $ 25,611 $ 19,410
Invesco Ind. Income Fund* 26,444 121,797 148,241
Federated Equity Income* 3,847 5,532 9,379
Fidelity Magellan Fund* (571,185) 1,763 (569,422)
Fidelity Equity Growth* (7,561) 72,899 65,338
AIM Constellation Fund* 88,360 507,413 595,773
Rembrandt International* (18,880) 123,973 105,093
Rembrandt Global Fix* 1,258 (899) 359
Katz Stock Fund* - (1,213) (1,213)
Katz Bond Fund* 30,806 - 30,806
------------ -------------- ------------
$ (453,112) $ 856,876 $ 403,764
------------ -------------- ------------
------------ -------------- ------------
*Party-in-interest
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Katz Media Corporation 12
Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
- ------------------------------------------------------------------------------------------------------------------
December 31, 1995
Realized Unrealized
Gain (Loss), Appreciation
Net (Depreciation) Net
------------ -------------- ----------
<S> <C> <C> <C>
AIM Income Fund* $ (40,435) $ 192,522 $ 152,087
Fidelity Puritan Fund* 164,224 272,282 436,506
Fidelity Magellan Fund* 251,267 718,976 970,243
AIM Constellation Fund* 190,785 899,142 1,089,927
Fidelity Overseas Fund* 25,699 62,843 88,542
Katz Bond Fund* - 16,800 16,800
$ 591,540 $ 2,162,565 $ 2,754,105
*Party-in-interest
</TABLE>
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of total additions and deductions in the statement of changes in
net assets available for benefits. Actual results could differ from those
estimates.
3. Tax Status of Plan
The Internal Revenue Service has determined and informed the Company by a
letter dated May 15, 1995, that the Plan, as amended, is tax qualified in
accordance with applicable sections of the Internal Revenue Code ("IRC").
The Plan has been amended since receiving the determination letter.
However, 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.
4. Additional Information
Based on information provided and certified by the Trustee, the Plan had no
lease commitments, leases in default, loans or fixed income obligations in
default or deemed uncollectible, or other party-in-interest transactions,
not already disclosed, during the years ended December 31, 1996 and 1995.
5. Rollovers
Other receipts of $91,362 and $423,451 received by the Plan in 1996 and
1995, respectively, primarily consisted of participant rollovers from other
plans.
<PAGE>
Katz Media Corporation 13
Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
6. Information Certified by the Trustee
As permitted by Section 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under ERISA, certain information
prepared and certified by a bank which is regulated, supervised and subject
to periodic examination by a state or federal agency need not be audited.
For the year ended December 31, 1995, the Plan administrator received such
certification as to the cost and the market value of the Plan's portfolio,
interest income, dividend income and the cost and market value of all Plan
transactions. Similar certification was received for the Plan year ended
December 31, 1996. However, the inclusion of the Katz Stock Fund as an
investment option for 1996 subjects the Plan to Securities and Exchange
Commission reporting requirements which preclude the limited scope audit
exemption for 1996.
7. Accumulated Discrimination Payments
Accumulated discrimination payments due to participants of $240,181 and
$191,250 for 1996 and 1995, respectively, represents amounts refunded to
highly compensated employees in order for the Plan to be in compliance with
ERISA guidelines.
8. Investments
The fair market value of investments that represent 5% or more of the
Plan's net assets as of December 31, 1996 and 1995, is as follows:
<TABLE>
<CAPTION>
Total number Total number
Fund of units 1996 of units 1995
<S> <C> <C> <C> <C>
LaSalle Income Plus Fund 2,008,860 $ 2,008,860
AIM Money Market Fund - - 1,097,763 $ 1,069,611
AIM Income Fund 167,761 1,382,350 158,083 1,334,620
Invesco Ind. Income Fund 253,835 3,416,619 - -
Fidelity Megallan Fund - - 48,116 4,264,575
Fidelity Puritan Fund - - 166,109 2,940,804
Fidelity Overseas Fund - - 43,637 1,251,716
Fidelity Equity Growth Fund 113,467 4,766,735 - -
AIM Constellation Fund 245,107 6,191,396 204,979 4,727,804
Rembrandt Int'l Fund 96,518 1,527,873 - -
</TABLE>
Reference is made to the attached Schedule of Assets Held for Investment
Purposes for further information on investments.
<PAGE>
Katz Media Corporation 14
Savings and Profit Sharing Plan
Form 5500, Item 27A - Schedule of Assets
Held for Investment Purposes
As of December 31, 1996
- -------------------------------------------------------------------------------
9. Subsequent Events
Effective August 1, 1997 the Seltel, Inc. Profit Sharing Plan merged with
and into the Katz Media Group Savings and Profit Sharing Plan. The
Committee elected to increase the Company match to 50% of the employee's
contribution up to 5% of total compensation. The Plan also changed the
vesting of the company contribution. Employees hired prior to March 1997
will remain 100% vested immediately, in the Company match. Employees hired
subsequent to March 1, 1997 will vest in the Company match based on a five
year vesting schedule. The Plan also made changes to the investment options
which took place concurrently with the merger of the Plans.
<PAGE>
<TABLE>
<CAPTION>
Katz Media Corporation
Savings and Profit Sharing Plan
Form 5500, Item 27A - Schedule of Assets
Held for Investment Purposes
As of December 31, 1996 Schedule I
Market
Cost Value
<S> <C> <C> <C>
LaSalle National Trust LaSalle Income Plus Fund* $ 2,008,860 $ 2,008,860
LaSalle National Trust AIM Income Fund* 1,356,739 1,382,350
LaSalle National Trust Invesco Ind. Income Fund* 3,294,821 3,416,619
LaSalle National Trust Federated Equity Income Fund* 176,084 181,619
LaSalle National Trust Fidelity Magellan Fund* 18,244 20,007
LaSalle National Trust Fidelity Equity Growth Fund* 4,693,836 4,766,735
LaSalle National Trust AIM Constellation Fund* 5,683,984 6,191,396
LaSalle National Trust Rembrandt International Fund* 1,403,900 1,527,873
LaSalle National Trust Rembrandt Global Fixed Inc* 50,516 49,617
LaSalle National Trust Katz Stock Fund* 15,250 14,037
LaSalle National Trust Loans Receivable - 1,534,880
----------- -----------
$18,702,234 $21,093,993
----------- -----------
----------- -----------
*Party-in-interest
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Katz Media Corporation
Savings and Profit Sharing Plan
EIN: 13-0904500
Form 5500, Item 27-d
Schedule of Reportable Transactions
For the Year Ended December 31, 1996 Schedule IIa
- -----------------------------------------------------------------------------------------------------------------------------------
Number of Purchase Selling Cost of
Party Involved Description of Assets Transactions Price Price Assets
<S> <C> <C> <C> <C> <C>
Single Transaction
- ------------------
LaSalle National Trust Pooled Trust Fund 1 $ 1,110,822 $ 1,110,822
LaSalle National Trust Rembrandt Treasury MMK 1 4,303,853 4,303,853
LaSalle National Trust Rembrandt Treasury MMK 1 1,079,258 1,079,258
LaSalle National Trust Rembrandt Treasury MMK 1 2,947,059 2,947,059
LaSalle National Trust Rembrandt Treausry MMK 1 1,157,736 1,157,736
LaSalle National Trust Fidelity Advisor Ser I 1 4,520,484
LaSalle National Trust Fidelity Magellan Fund 1 4,500,171 5,028,397
LaSalle National Invesco INDL Income FD 1 2,947,059 2,947,059
LaSalle National Trust Rembrandt Int'l Equity Fund 1 1,246,460 1,246,460
Series Transactions
in Same Security
- -------------------
LaSalle National Trust AIM Equity FDS Inc. 145 $ 2,520,016 $ 2,520,016
LaSalle National Trust AIM Equity FDS Inc. 120 1,749,088 1,626,801
LaSalle National Trust Fidelity Advisor Ser I 105 5,276,620 5,276,620
LaSalle National Trust Fidelity Advisor Ser I 91 591,876 600,492
LaSalle National Trust Fidelity Magellan Fund 27 1,544,583 1,544,583
LaSalle National Trust Fidelity Magellan Fund 24 5,100,185 5,663,063
LaSalle National Trust Invesco INDL Income FD 110 3,790,445 3,790,445
LaSalle National Trust Invesco INDL Income FD 122 844,747 817,936
LaSalle National Trust Rembrandt Int'l Equity Fund 111 2,130,352 2,130,352
LaSalle National Trust Rembrandt Int'l Equity Fund 75 711,014 690,405
LaSalle National Trust Pooled Trust Fund 106 3,227,704 3,227,704
LaSalle National Trust Pooled Trust Fund 76 648,284 648,284
LaSalle National Trust Rembrandt Treasury MMK 78 9,288,747 9,288,747
LaSalle National Trust Rembrandt Treasury MMK 71 9,288,747 9,288,747
<PAGE>
Katz Media Corporation
Savings and Profit Sharing Plan
EIN: 13-0904500
Form 5500, Item 27-d
Schedule of Reportable Transactions
For the Year Ended December 31, 1996 Schedule IIb
- -----------------------------------------------------------------------------------------------------------------------------------
Current Value
on Transaction Net Gain
Party Involved Description of Assets Date Loss
<S> <C> <C> <C>
Single Transaction
- ------------------
LaSalle National Trust Pooled Trust Fund $ 1,110,822
LaSalle National Trust Rembrandt Treasury MMK 4,303,853
LaSalle National Trust Rembrandt Treasury MMK 1,079,258
LaSalle National Trust Rembrandt Treasury MMK 2,947,059
LaSalle National Trust Rembrandt Treausry MMK 1,157,736
LaSalle National Trust Fidelity Advisor Ser I 4,520,484
LaSalle National Trust Fidelity Magellan Fund 4,500,171 $(528,226)
LaSalle National Invesco INDL Income FD 2,947,059
LaSalle National Trust Rembrandt Int'l Equity Fund 1,246,460
Series Transactions
in Same Security
- -------------------
LaSalle National Trust AIM Equity FDS Inc. $ 2,520,016
LaSalle National Trust AIM Equity FDS Inc. 1,749,088 $ 122,287
LaSalle National Trust Fidelity Advisor Ser I 5,276,620
LaSalle National Trust Fidelity Advisor Ser I 591,876 (8,616)
LaSalle National Trust Fidelity Magellan Fund 1,544,583
LaSalle National Trust Fidelity Magellan Fund 5,100,185 (562,878)
LaSalle National Trust Invesco INDL Income FD 3,790,445
LaSalle National Trust Invesco INDL Income FD 844,747 26,811
LaSalle National Trust Rembrandt Int'l Equity Fund 2,130,352
LaSalle National Trust Rembrandt Int'l Equity Fund 711,014 20,609
LaSalle National Trust Pooled Trust Fund 3,227,704
LaSalle National Trust Pooled Trust Fund 648,284
LaSalle National Trust Rembrandt Treasury MMK 9,288,747
LaSalle National Trust Rembrandt Treasury MMK 9,288,747
</TABLE>
<PAGE>
Seltel, Inc.
Profit Sharing Plan
Financial Statements and
Supplemental Schedules
December 31, 1996 and 1995
(Modified Cash Basis)
<PAGE>
Seltel, Inc.
Profit Sharing Plan
Financial Statements and Supplemental Schedules
December 31, 1996 and 1995
(Modified Cash Basis)
Index
- -------------------------------------------------------------------------------
Page
Report of Independent Accountants 1-2
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1996 and 1995 (Modified Cash Basis) 3
Statement of Changes in Net Assets Available for Benefits, with
Fund Information for the Year Ended December 31, 1996
(Modified Cash Basis) 4
Statement of Changes in Net Assets Available for Benefits, with
Fund Information for the Year Ended December 31, 1995
(Modified Cash Basis) 5
Notes to Financial Statements 6-13
Supplemental Schedules
I. Form 5500, Item 27a-Schedule of Assets held for
Investment
Purposes as of December 31, 1996
II. Form 5500, Item 27d-Schedule of Reportable
Transactions for the Year Ended December 31, 1996
Other schedules required by Section 2520.103-10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.
<PAGE>
Report of the Independent Accountants
October 14, 1997
To the Participants and Administrator
of the Seltel, Inc. Profit Sharing Plan
We have audited the statement of net assets available for benefits, with fund
information (modified cash basis) of the Seltel, Inc. Profit Sharing Plan (the
Plan) as of December 31, 1996 and the related statement of changes in net assets
available for benefits, with fund information (modified cash basis) for the year
then ended. 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 of these statements 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.
As more fully described in Note 2 and as permitted under the Department of Labor
Rules and Regulations, the Plan prepares its financial statements on the basis
of cash receipts and disbursements (modified cash basis) which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Plan as of December 31, 1996, and
changes in net assets for the year then ended on the basis of accounting
described in Note 2.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required by
the Employee Retirement Income Security Act of 1974 (ERISA). Such information
has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
We were also engaged to audit the financial statements of the Seltel, Inc.
Profit Sharing Plan as of December 31, 1995 and for the year then ended. As
permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under ERISA, investment assets held by
CIGNA Retirement and Investment Services, Inc., the trustee of the Plan, and
transactions in those assets were excluded from the scope of our audit of the
Plan's financial statements, except for comparing the information provided by
the trustee, which is summarized in Note 5, with the related information
included in the financial statements.
<PAGE>
To the Participants and Administrator
of the Seltel, Inc. Profit Sharing Plan
October 14, 1997
Page 2
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, 1995. The form and content of the information included in the
1995 financial statements, other than that derived from the information
certified by the trustee, 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 ERISA.
Price Waterhouse LLP
<PAGE>
<TABLE>
<CAPTION>
Seltel, Inc. 3
Profit Sharing Plan
Statements of Net Assets Available for Benefits, with Fund Information
December 31, 1996 and 1995
(Modified Cash Basis)
- ----------------------------------------------------------------------------------------------------------------------------
December 31,
1996 1995
Assets
<S> <C> <C>
Investments:
At fair value:
Income Plus Fund $ 3,151,978
CIGNA Growth and Income Fund - $ 643,248
Fidelity Income and Growth - 317,286
Scudder Income 49,637 -
Warburg Pincus Balanced 93,157 -
Fidelity Growth Opportunities 1,092,386 713,870
Rembrandt Value Trust 1,163,753 -
American 20th Century Ultra 304,504 -
S&P 500 Index 204,161 -
Rembrandt International Fund 87,957 -
Federated Equity Income 120,279 -
Katz Stock Fund 12,989 -
---------------- ----------------
6,280,801 1,674,404
At contract value:
CIGNA Guaranteed Long-Term Account - 3,528,539
CIGNA Guaranteed Short-Term Account - 98,819
---------------- ----------------
3,627,358
Loan receivables 233,196 283,843
---------------- ----------------
Total investments 6,513,997 5,585,605
---------------- ----------------
Net assets available for benefits $ 6,513,997 $ 5,585,605
---------------- ----------------
---------------- ----------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Seltel, Inc. 4a
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1996 (Modified Cash Basis)
- -----------------------------------------------------------------------------------------------------------------------------------
Guaranteed CIGNA Guaranteed Warburg
Long Term Income Growth & Scudder Short Term Pincus
Account Plus Fund Income Fund Income Fund Account Balanced
Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment Income: $ 98,645 $ 81,361 $ 4,160 $ 821 $ 2,623 $ 457
Interest
Net appreciation -- -- 44,713 489 -- 4,111
(depreciation) in fair
value of investments
Loan principal repayments 7,962 21,143 10,970 659 367 1,245
Contributions:
Employer's 114,256 13,733 -- 4,087 -- 10,673
Participants' 132,503 40,730 73,869 10,294 11,656 30,707
Rollovers 817 410 1,649 705 -- 705
----------- ---------- ---------- ---------- ---------- ---------
Total additions 354,183 157,377 135,361 17,055 14,646 47,898
---------- --------- --------- --------- -------- --------
Deductions:
Benefit and expenses:
Benefits paid to
participants (349,097) (21,465) (77,742) (15) (3,805) (200)
Loan distributions (2,650) (5,516) (7,248) -- -- --
Accumulated
discrimation payments (63,001) (11,764) (2,878) -- (1,357) --
----------- ---------- --------- -------- --------- -------
Total deductions (414,748) (38,745) (87,868) (15) (5,162) (200)
----------- ---------- --------- --------- --------- --------
Interfund transfers (220,451) (321,702) 30,839 32,597 (13,409) 45,459
Transfer of assets (3,246,523) 3,355,048 (721,580) -- (94,894) --
----------- --------- --------- -------- -------- --------
Net increase/(decrease) (3,528,539) 3,151,978 (643,248) 49,637 (98,819) 93,157
----------- --------- --------- -------- -------- ------
Net asset available for
benefits
Beginning of year 3,528,539 -- 643,248 -- 98,819 --
--------- ------------ ---------- --------- ---------- ----------
End of year $ $ 3,151,978 $ $ 49,637 $ $ 93,157
============ ========== ========== ========= ========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Seltel, Inc. 4b
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1996 (Modified Cash Basis)
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity Rembrandt Fidelity American-20th S&P 500 Rembrandt
Growth Value Trust Income & Century Index Income International
Opportunities Fund Growth Fund ULTRA Fund Fund Fund
Fund
<S> <C> <C> <C> <C>
Additions:
Investment Income: $ 2,714 $ 642 $ 282 $ 1,331 $ 1,907 $ 248
Interest
Net appreciation 186,708 165,487 (6,074) 12,773 14,296 2,976
(depreciation) in fair
value of investments
Loan principal repayments 4,645 760 1,593 1,510 3,100 599
Contributions:
Employer's 31,248 13,268 -- 44,939 26,444 11,584
Participants' 194,893 36,347 44,126 130,307 73,259 33,999
Rollovers 9,953 -- 62 8,840 5,018 2,387
---------- ---------- -------- ---------- ---------- ---------
Total additions 430,161 216,504 39,989 199,700 124,024 51,793
--------- -------- ------- --------- --------- --------
Deductions:
Benefit and expenses:
Benefits paid to
participants (182,291) (12,811) (68,289) (30) (150) (94)
Loan distributions (8,347) (4,100) (2,972) (584) (393) --
Accumulated
discrimation payments (8,926) (15,794) (4,277) -- (1,228) --
---------- --------- --------- ------- --------- -------
Total deductions (199,564) (32,705) (75,538) (614) (1,771) (94)
---------- --------- --------- -------- --------- --------
Interfund transfers 157,110 (23,515) 6,245 105,418 81,908 36,258
Transfer of assets (9,191) 1,003,469 (287,982) -- -- --
------- --------- --------- -------- -------- --------
Net increase/(decrease) 378,516 1,163,753 (317,286) 304,504 204,161 87,957
------- --------- --------- ------- ------- ------
Net asset available for
benefits
Beginning of year 713,870 -- 317,286 -- -- --
---------- --------- ---------- --------- --------- ---------
End of year $ 1,092,386 $1,163,753 $ -- $ 304,504 $ 204,161 $ 87,957
========== ========= ========== ========= ========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Seltel, Inc. 4c
Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1996 (Modified Cash Basis)
- -----------------------------------------------------------------------------------------------------------------------------------
Equity
Income Katz Stock Loan
Fund Fund Receivables Totals
<S>
Additions:
Investment Income: $ 1,340 $ 196,531
Interest
Net appreciation 7,413 $ 410 433,302
(depreciation) in fair
value of investments
Loan principal repayments 1,292 -- $(55,845) --
Contributions:
Employer's 8,270 2,236 -- 280,738
Participants' 22,151 6,295 -- 841,136
Rollovers 841 -- -- 31,387
--------- -------- --------- -----------
Total additions 41,307 8,941 (55,845) 1,783,094
-------- ------- --------- ----------
Deductions:
Benefit and expenses:
Benefits paid to
participants (16) (17) (29,455) (745,477)
Loan distributions (190) -- 32,000 --
Accumulated
discrimation payments -- -- -- (109,225)
------- ------- -------- ---------
Total deductions (206) (17) 2,545 (854,702)
-------- -------- -------- ---------
Interfund transfers 79,178 4,065 -- --
Transfer of assets -- -- 2,653 --
-------- -------- ----- --------
Net increase/(decrease) 120,279 12,989 (50,647) 928,392
------- ------ -------- -------
Net asset available for
benefits
Beginning of year -- -- 283,843 5,585,605
-------- -------- -------- ---------
End of year $ 120,279 $ 12,989 $ 233,196 $ 6,513,997
========= ========= ======== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Seltel, Inc 5a
Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1995
(Modified Cash Basis)
- -----------------------------------------------------------------------------------------------------------------------------------
Guaranteed CIGNA Guaranteed Fidelity Fidelity
Long Term Growth & Short Term Growth Income &
Account Income Account Opportunities Growth
<S> <C> <C> <C> <C> <C>
Additions to Net Assets attributed to:
Investment income:
Interest $ 202,190 $ 4,534 $ 6,591 $ 1,189 $ 341
Net appreciation
in fair value of investments - 134,885 - 137,547 39,713
Loan principal repayment 17,346 4,217 2,114 1,811 1,363
Contributions:
Employer's 253,631 - - - -
Participants' 336,028 100,244 26,512 167,525 79,960
Rollover 7,299 103 - 2,502 2,502
------------ ----------- ------------ ------------- -----------
Total additions 816,494 243,983 35,217 310,574 123,879
------------ ----------- ------------ ------------- -----------
Deduction from Net Assets attributed to:
Benefits and expenses:
Benefits paid to participants (164,430) (31,752) (10,179) (56,169) (51,902)
Loan distributions (100,599) (595) (299) (8,135) -
Accumulated discrimination payments (78,235) (2,609) (1,326) (10,546) (8,070)
Administrative expenses (16,738) - - - -
------------ ----------- ------------ ------------- -----------
Total deductions (360,002) (34,956) (11,804) (74,850) (59,972)
------------ ----------- ------------ ------------- -----------
Interfund transfers (250,249) 91,160 (4,893) 147,452 16,530
------------ ----------- ------------ ------------- -----------
Net increase in assets available
for Plan Benefits 206,243 300,187 18,520 383,176 80,437
Net asset available for Plan benefits
Beginning of year 3,322,296 343,061 80,299 330,694 236,849
------------ ----------- ------------ ------------- -----------
End of year $ 3,528,539 $ 643,248 $ 98,819 $ 713,870 $ 317,286
------------ ----------- ------------ ------------- -----------
------------ ----------- ------------ ------------- -----------
</TABLE>
<PAGE>
Seltel, Inc 5b
Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1995
(Modified Cash Basis)
- -------------------------------------------------------------------------------
Loan
Receivables Total
Additions to Net Assets attributed to:
Investment income:
Interest $214,845
Net appreciation
in fair value of investments 312,145
Loan principal repayment $(26,851) -
Contributions:
Employer's - 253,631
Participants' - 710,269
Rollover - 12,406
--------- --------
Total additions (26,851) 1,503,296
--------- --------
Deduction from Net Assets attributed to:
Benefits and expenses:
Benefits paid to participants (4,867) (319,299)
Loan distributions 109,628 -
Accumulated discrimination payments - (100,786)
Administrative expenses - (16,738)
--------- --------
Total deductions 104,761 (436,823)
--------- --------
Interfund transfers - -
--------- --------
Net increase in assets available
for Plan Benefits 77,910 1,066,473
Net asset available for Plan benefits
Beginning of year 205,933 4,519,132
--------- --------
End of year $ 283,843 $5,585,605
--------- --------
--------- --------
<PAGE>
Seltel, Inc. 6
Profit Sharing Plan
Notes to the Financial Statements
December 31, 1996 and 1995
(Modified Cash Basis)
- --------------------------------------------------------------------------------
1. Description of the Plan
The following description of the Seltel, Inc, Profit Sharing Plan (the
"Plan") provides general information about the Plan. 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 covering eligible employees of
Seltel, Inc. (the "Company"). All employees who were employed by the
Company on July 1, 1986, the commencement date of the Plan, are eligible to
participate in the Plan. All other employees are eligible to participate in
the Plan as of January 1 or July 1 of any given year after they have
completed six months of continuous service with the Company. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Administration
The Plan is administered by the Company, which has the authority to control
and manage the operations and administration of the Plan. All
administrative expenses, with the exception of loan processing fees, are
either borne by the Company or paid out of forfeitures. Effective July 1,
1996, LaSalle National Bank N.A. ("LaSalle") was appointed trustee of the
Plan replacing CIGNA Retirement and Investment Services, Inc. Investment
decisions are made by the Plan's investment managers, Fidelity
Institutional Retirement Services Company, Warburg Pincus, Scudder
Investment Services, American Century Funds, Rembrandt Funds and LaSalle.
Contributions
Participants in the Plan are eligible to make pretax contributions of their
annual salary, ranging from a minimum of one percent (1%) up to a maximum
of twenty percent (20%) of their total compensation for each year of
participation. Highly compensated employees as defined under ERISA are
limited to annual pretax contributions up to a maximum of five percent
(5%). Investment of all participant contributions are participant directed.
The maximum annual 401(k) deferred salary contribution for participants in
1996 and 1995 was $9,500 and $9,240 respectively. Employer matching
contributions are made at the discretion of the Company's Board of
Directors (the "Board"). For 1996 and 1995, the Company contributed 50
percent of the first 5 percent of compensation that a participant
contributes to the Plan. Through July 1, 1996, all employer contributions
were allocated to the participant's account and invested in the Guaranteed
Long-Term Account. Subsequently, employer contributions are allocated to
the same investment options as participant contributions. The Company may
make additional contributions out of net profits of the Company to the
Plan. Any additional contributions made by the Company will be determined
each year by the Company's Board. No additional contributions were made to
the Plan for 1996 and 1995. All contributions are subject to certain
limitations.
<PAGE>
Seltel, Inc. 7
Profit Sharing Plan
Notes to the Financial Statements
December 31, 1996 and 1995
(Modified Cash Basis)
- --------------------------------------------------------------------------------
Participant's Accounts
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contribution and (b) Plan earnings.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting
Participants are 100% vested in their salary deferral contributions, plus
actual earnings thereon, at all times. All Company contributions, plus
actual earnings thereon, become vested based upon the following schedule:
Company Contribution
Years of Service Vesting Schedule
Less than 2 0%
2 10%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
Investment options
Effective July 1, 1996 the Company added nine additional investment options
and discontinued four others. At December 31, 1996, a participant may
direct contributions in any of ten investment options.
o LaSalle Income Plus Fund - The funds are invested in shares of the
bank's commingled funds which invests in commercial paper and U.S.
Treasury Bills.
o Scudder Income Fund - The funds are invested in shares of a registered
investment company which invests in equities with above-average
dividend yield.
o Warbug Pincus Balanced Fund - The funds are invested in shares of a
registered investment company which invests in securities consistent
with preservation of capital.
o Federated Equity Income Fund - The funds are invested in shares of a
registered investment company which invests at least 65% of its assets
in income producing securities.
o LaSalle S & P 500 Fund - The funds are invested in the shares of a
registered investment company which replicates the S & P 500 Index.
<PAGE>
Seltel, Inc. 8
Profit Sharing Plan
Notes to the Financial Statements
December 31, 1996 and 1995
(Modified Cash Basis)
- -------------------------------------------------------------------------------
o Rembrandt Value Fund - The funds are invested in the shares of a
registered investment company which invests in the common stock of
undervalued large capital companies.
o Fidelity Advisors Growth Opportunity Fund - The funds are invested in
the shares of a registered investment company whose funds are at least
65% invested in companies with long-term growth potential.
o American 20th Century Ultra Fund - The funds are invested in the
shares of a registered investment company which invests in small to
medium size companies.
o Rembrandt International Equity Fund - The funds are invested in the
shares of a registered company which invests in equities outside the
U.S.
o Katz Media Stock - The funds are invested in the Katz Media Group
Common Stock.
Plan Termination
The Company reserves the right to amend or terminate the Plan, in whole or
in part, at any time subject to the provisions of ERISA. If the Plan is
terminated or if the Company discontinues contributions under the Plan,
those participants who are employees at the effective date of the Plan's
termination will become fully vested in their accounts.
Participant Loans
Pursuant to the Plan, participants may borrow from their fund accounts up
to a maximum equal to the lesser of 50% of the participant's total vested
interest in the Plan, or $50,000 reduced by the excess of (i) the
participant's highest outstanding loan balance from all plans during the
one-year period ending on the day before the date the loan is made, over
(ii) the participant's outstanding loan balance on the date the loan is
made. Disbursements to participants for loans are treated as a loan
distribution from the investment fund to the Loan Receivables fund.
Payments of principal from participants are treated as repayments from the
Loan Receivables fund to the investment fund. Loan terms are up to 5 years
or up to 10 years for the purchase of a primary residence. The loans are
secured by the balance in the participants account. The rate of interest
charged to the participant is determined by the Company at the time the
loan is made. For 1996 and 1995, the loan interest rate was applied at the
Chase Manhattan Bank secured personal loan rate. Interest rates on loans
outstanding range from 10.0 % and 10.9% for 1996 and 1995. Principal and
interest is paid through periodic payroll deductions.
<PAGE>
Seltel, Inc. 9
Profit Sharing Plan
Notes to the Financial Statements
December 31, 1996 and 1995
(Modified Cash Basis)
- -------------------------------------------------------------------------------
Payment of benefits
Upon termination of service, participants may elect to either receive a
lump-sum amount equal to the value of the participant's vested interest in
his or her account or have this value transferred into a tax qualified plan
that provides for payments in the form of a life annuity.
2. Significant Accounting Policies
Basis of Accounting
The financial statements and supplemental schedules are presented on the
cash basis of accounting modified for the presentation of investments at
fair value. The modified cash basis of accounting is a comprehensive basis
of accounting other than generally accepted accounting principles and is
permitted by the Department of Labor.
Contributions owed to the Plan and payments due to participants at December
31, 1996 and 1995 were as follows:
December 31,
1996 1995
Contributions receivable:
Employer $ 24,489 $ 20,338
Participants $ 66,964 $ 47,854
Accounts Payable:
Accumulated discrimination payments $ - $ 86,103
Accumulated discrimination payments represent amounts refunded to highly
compensated employees in order for the Plan to be in compliance with ERISA
guidelines.
Investments
Plan investments, except for the CIGNA Guaranteed Long-Term Account (the
"Long-Term Account") and CIGNA Guaranteed Short-Term Account (the
"Short-Term Account"), are stated at fair value. Mutual fund investments
are valued at the value by which shares of the fund may be purchased or
redeemed. The guaranteed investment contracts comprising the Long-Term
Account and the Short-Term Account are valued at contract value. Contract
value represents contributions made under the contract plus interest at the
guaranteed rate. Participant notes receivable are valued at cost which
approximates fair value.
<PAGE>
Seltel, Inc. 10
Profit Sharing Plan
Notes to the Financial Statements
December 31, 1996 and 1995
(Modified Cash Basis)
- --------------------------------------------------------------------------------
Net appreciation (depreciation) in fair value of investments
Net appreciation (depreciation) in fair value of investments includes both
realized and unrealized gains and losses. Realized and unrealized gains and
losses on Plan assets are based on the value of the assets at the beginning
of the Plan year or at the time of purchase during the year. The unrealized
appreciation (depreciation) in the fair value of investments of the
respective fund balances at December 31, 1996 and 1995 is as follows:
December 31,
1996 1995
Income Plus Fund* $ 44,713
CIGNA Growth and Income Fund* - $ 134,885
Fidelity Income and Growth* (6,074) 39,713
Scudder Income* 489 -
Warburg Pincus Balanced* 4,111 -
Fidelity Growth Opportunities* 186,708 137,547
Rembrandt Value Trust* 165,487 -
American 20th Century Ultra* 12,773 -
S & P 500 Index 14,296 -
Rembandt International Fund* 2,976 -
Federated Equity Income* 7,413 -
Katz Stock Fund* 410 -
--------- ---------
Total $ 433,302 $ 312,145
--------- ---------
--------- ---------
*Party-in-interest
Forfeitures of Company contribution
The Plan had forfeited nonvested accounts in the amount of $48,219 and
$14,068 for 1996 and 1995, respectively, which were used to either reduce
the Company's cash contribution or to pay certain Plan administrative
expenses.
Benefit obligations
Benefits are recorded when paid. There are no amounts allocated to
participants who withdrew from the Plan prior to December 31, 1996 and
1995, respectively.
<PAGE>
Seltel, Inc. 11
Profit Sharing Plan
Notes to the Financial Statements
December 31, 1996 and 1995
(Modified Cash Basis)
- -------------------------------------------------------------------------------
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of total additions and deductions in the statement of changes in
net assets available for benefits. Actual results could differ from those
estimates.
3. Tax Status of Plan
The Internal Revenue Service determined and informed the Company by a
letter dated November 13, 1995, that the Plan, as amended, is tax qualified
in accordance with applicable sections of the Internal Revenue Code.
4. Additional Information
Based on information provided and certified by the Trustee, the Plan had no
lease commitments, leases in default, loans or fixed income obligations in
default or deemed uncollectible, or other party-in-interest transactions,
not already disclosed, during the years ended December 31, 1996 and 1995.
5. Information Certified by the Trustee of the Plan
As permitted by Section 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under ERISA, certain information
prepared and certified by a bank which is regulated, supervised and subject
to periodic examination by a state or federal agency need not be audited.
For the year ended December 31, 1995, the Plan administrator received such
certification as to the cost and the market value of the Plan's portfolio,
interest income, dividend income and the cost and market value of all Plan
transactions. Similar certification was received for the Plan year ended
December 31, 1996. However, the inclusion of the Katz Stock Fund as an
investment option for 1996 subjects the Plan to Securities and Exchange
Commission reporting requirements which preclude the limited scope audit
exemption for 1996.
<PAGE>
Seltel, Inc. 12
Profit Sharing Plan
Notes to the Financial Statements
December 31, 1996 and 1995
(Modified Cash Basis)
- -------------------------------------------------------------------------------
6. Investments
The fair market value of investments that represent 5% or more of the
Plan's net assets at the end of each respective plan year is as follows:
December 31,
1996 1995
Investments at Fair Value as
determined by Quoted Market Price:
CIGNA Growth & Income Fund
- shares and 44,917 shares in 1996
and 1995, respectively $ 643,248
Fidelity Growth Opportunities
30,946 shares and 17,383 shares in 1996
and 1995, respectively $1,092,386 713,870
Fidelity Income & Growth
- shares and 15,256 shares in 1996
and 1995, respectively - 317,286
LaSalle Income Plus Fund 3,151,978 -
3,151,979 shares and - shares in
in 1996 and 1995, respectively
Rembrandt Value Trust 1,163,753 -
87,897 shares and - shares in
1996 and 1995, respectively
Investments at Contract Value:
CIGNA Guaranteed Long-Term Account - 3,528,539
Reference is made to the attached Schedule of Assets Held for Investment
Purposes for further information on investments.
<PAGE>
Seltel, Inc. 13
Profit Sharing Plan
Notes to Financial Statements
December 31, 1996 and 1995
(Modified Cash Basis)
- -------------------------------------------------------------------------------
7. Guaranteed Investment Contracts
Contributions allocated to the Long-Term Account and the Short-Term Account
were maintained at contract value and were credited with interest at rates
which were declared by CIGNA. Interest rates for both the Long-Term and
Short-Term Accounts were based on the expected future investment
performance of the underlying assets in the portfolios, earnings from
anticipated contributions during the year and actual investment experience
from the prior year. The principal and net credited interest of both
accounts were fully guaranteed by Connecticut General Life Insurance
Company.
Interest rates for the Long-Term Account were set every six months. The
underlying assets of this investment were primarily commercial mortgages
and privately placed and publically traded debt securities, with the
remaining portion in short term money market instruments. The average yield
through June 1996 and the full year 1995 was 5.65% and 6.0%, respectively.
Interest rates for the Short-Term Account were set every month. The
underlying assets of this investment are primarily government securities,
certificates of deposit, repurchase agreements and commercial paper. The
average yield through June 1996 and the full year 1995 was 4.6% and 5.4%,
respectively.
These funds were transferred to different investment options at the
direction of participants in connection with the change in Trustees on July
1, 1996.
8. Subsequent Event
Effective August 1, 1997 the Seltel Profit Sharing Plan merged with and
into the Katz Media Group Savings and Profit Sharing Plan. The Board
elected to increase the Company match to 50% of the employee's contribution
up to 5% of total compensation. The Plan also changed the vesting of the
company contribution. Seltel employees will vest in the Company match based
on a five year vesting schedule. The Plan also made changes to the
investment options which took place concurrently with the merger of the
Plans.
<PAGE>
<TABLE>
<CAPTION>
Seltel, Inc.
Profit Sharing Plan
EIN: 06-0963166
Form 5500, Item 27a-Schedule of Assets Held for
Investment Purposes as of December 31, 1996 Schedule I
- -----------------------------------------------------------------------------------------------------------------------
Identity of Party Description Current
Involved of Asset Cost Value
<S> <C> <C> <C>
LaSalle National Income Plus Fund* $ 3,151,978 $ 3,151,978
LaSalle National Fidelity Growth Opportunities* 1,004,768 1,092,386
LaSalle National Scudder Income* 50,428 49,637
LaSalle National Warburg Pincus Balanced* 89,916 93,157
LaSalle National Rembrandt Value Trust* 1,116,811 1,163,753
LaSalle National American 20th Century Ultra* 309,531 304,504
LaSalle National S & P 500 Index 190,257 204,161
LaSalle National Rembrandt International Fund* 85,814 87,957
LaSalle National Federated Equity Income* 115,830 120,279
LaSalle National Katz Stock Fund* 12,572 12,989
------------ -----------
$ 6,127,905 $ 6,280,801
------------ -----------
------------ -----------
*Party-in-interest
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Seltel, Inc.
Profit Sharing Plan
EIN: 06-0963166
Form 5500, Item 27d-Schedule of Reportable Transactions
for the Year Ended December 31, 1996 Schedule IIa
- -----------------------------------------------------------------------------------------------------------------------------------
Number of Purchase Selling Cost of
Party Involved Description of Assets Transactions Price Price Assets
<S> <C> <C> <C> <C> <C>
Single Transaction
- ------------------
LaSalle National Trust Pooled Trust Fund 1 $ 3,326,538 $ 3,326,538
LaSalle National Trust Rembrandt Treasury MMKT 1 5,211,132 5,211,132
LaSalle National Trust Rembrandt Treasury MMKT 1 3,426,200 3,426,200
LaSalle National Trust Rembrandt Treasury MMKT 1 1,897,797 1,897,797
LaSalle National Trust Fidelity Advisor Ser I 1 889,962 889,962
LaSalle National Trust Rembrandt Value Fund 1 1,007,836 1,007,836
Series Transastions
in Same Security
- -------------------
LaSalle National Trust Fidelity Advisor Ser II 39 1,143,682 $ 1,143,682
LaSalle National Trust Fidelity Advisor Ser II 32 217,925 196,255
LaSalle National Trust Rembrandt Value Fund 47 1,249,609 1,249,609
LaSalle National Trust Fidelity Advisor Ser I 31 144,902 134,408
LaSalle National Trust Twentieth Century Investors 39 329,977 329,977
LaSalle National Trust Twentieth Century Investors 22 38,248 36,252
LaSalle National Trust Pooled Trust Fund 37 3,674,415 3,674,415
LaSalle National Trust Pooled Trust Fund 46 537,768 537,768
LaSalle National Trust Rembrandt Treasury MMK 27 6,096,896 6,096,896
LaSalle National Trust Rembrandt Treasury MMK 23 6,084,473 6,084,473
<PAGE>
Seltel, Inc.
Profit Sharing Plan
EIN: 06-0963166
Form 5500, Item 27d-Schedule of Reportable Transactions
for the Year Ended December 31, 1996 Schedule IIb
- -----------------------------------------------------------------------------------------------------------------------------------
Number of on Transaction Net Gain
Party Involved Description of Assets Transactions Date (Loss)
<S> <C> <C> <C> <C>
Single Transaction
- ------------------
LaSalle National Trust Pooled Trust Fund 1 $ 3,326,538
LaSalle National Trust Rembrandt Treasury MMKT 1 5,211,132
LaSalle National Trust Rembrandt Treasury MMKT 1 3,426,200
LaSalle National Trust Rembrandt Treasury MMKT 1 1,897,797
LaSalle National Trust Fidelity Advisor Ser I 1 889,962
LaSalle National Trust Rembrandt Value Fund 1 1,007,836
Series Transastions
in Same Security
- -------------------
LaSalle National Trust Fidelity Advisor Ser II 39 $ 1,143,682
LaSalle National Trust Fidelity Advisor Ser II 32 217,925 $ 21,670
LaSalle National Trust Rembrandt Value Fund 47 1,249,609
LaSalle National Trust Fidelity Advisor Ser I 31 144,902 10,494
LaSalle National Trust Twentieth Century Investors 39 329,977
LaSalle National Trust Twentieth Century Investors 22 38,248 1,996
LaSalle National Trust Pooled Trust Fund 37 3,674,415
LaSalle National Trust Pooled Trust Fund 46 537,768
LaSalle National Trust Rembrandt Treasury MMK 27 6,096,896
LaSalle National Trust Rembrandt Treasury MMK 23 6,084,473
</TABLE>
