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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 51)
CITICASTERS INC.
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
172936-10-6
(CUSIP Number)
James E. Evans, Vice President and General Counsel
American Financial Corporation
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 8 Pages
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13D
CUSIP NO. 172936-10-6 Page 2 of 8 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Financial Corporation 31-0624874
Carl H. Lindner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio Corporation
United States Citizen
7. SOLE VOTING POWER
1,557,468
8. SHARED VOTING POWER
4,923,525
9. SOLE DISPOSITIVE POWER
1,557,468
10. SHARED DISPOSITIVE POWER
4,923,525
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,923,525
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14. TYPE OF REPORTING PERSON*
HC
IN
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13D
CUSIP NO. 172936-10-6 Page 3 of 8 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Financial Enterprises, Inc. 31-0996797
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut Corporation
7. SOLE VOTING POWER
---
8. SHARED VOTING POWER
1,163,524
9. SOLE DISPOSITIVE POWER
---
10. SHARED DISPOSITIVE POWER
1,163,524
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,524
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (See Item 5)
14. TYPE OF REPORTING PERSON*
HC
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Item 1. Security and Issuer.
This Amendment No. 51 to Schedule 13D is filed on behalf of
American Financial Corporation ("AFC"), American Financial
Enterprises, Inc. ("AFEI") and Carl H. Lindner ("CHL"), the
principal shareholder, Chairman of the Board of Directors and
Chief Executive Officer of AFC and the Chairman of the Board of
Directors and President of AFEI (collectively the "Reporting
Persons"), to amend and update their Schedule 13D most recently
amended July 8, 1994, relative to the class of $.01 par value
Class A Common Stock ("Class A Common Stock,") issued by
Citicasters Inc., formerly "Great American Communications
Company" ("Citicasters").
As of September 30, 1994, AFC beneficially owned 82.6% of
the outstanding common stock of AFEI and its designees constitute
a majority of AFEI's Board of Directors. Additionally, certain
officers and executives of AFC also serve as officers of AFEI.
Item 4. Purpose of the Transaction.
The Reporting Persons consider their beneficial ownership of
Citicaster equity securities as an investment which they continue
to evaluate. Although they have no present plans to do so, from
time to time the Reporting Persons may acquire additional
Citicasters equity securities or dispose of some or all of the
Citicasters equity securities which they beneficially own. The
Reporting Persons may be deemed to be controlling persons of
Citicasters. The Reporting Persons have substantial influence
over the management and operations of Citicasters and participate
in the formulation, determination and direction of business
policies. Executives of AFC constitute three of the six members
of the Board of Directors of Citicasters.
Item 5. Interest in Securities of the Issuer.
In a News Release attached hereto as Exhibit 1, Citicasters
reported that it had repurchased an aggregate of 1,633,815 shares
of Citicasters Common Stock. As a result of these repurchases,
the number of outstanding shares of Citicasters Common Stock was
reduced from 11,333,696 to 9,699,881. As of October 31, 1994,
the Reporting Persons beneficially owned 4,923,525 shares (or
approximately 50.8% of the outstanding shares) of Citicasters
Common Stock as follows:
Holder Number of Shares
AFC 2,202,533
AFEI 1,163,524
CHL 1,456,151
CHL Foundation 101,317
Total: 4,923,525
CHL Foundation = The Carl H. Lindner Foundation, a
charitable foundation. CHL has voting
power over the securities held therein.
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Certain officers and directors of AFC beneficially own
shares of Citicasters Common Stock as follows: James E. Evans,
Vice President and General Counsel, 40,000 shares; Fred J. Runk,
Vice President and Treasurer, 20,022 shares (including three
shares he purchased on September 16, 1994 for $20.33 per share);
Thomas E. Mischell, Vice President, 10,994 shares; Sandra W.
Heimann, Vice President, 74,326 shares; Robert C. Lintz, Vice
President, 20,000 shares; Ronald F. Walker, President, 20,000
shares; James C. Kennedy, Deputy General Counsel and Secretary,
2,500 shares; Robert H. Ruffing, Controller, 5,500 shares.
As of October 31, 1994, and within the last 60 days, to the
best knowledge and belief of the undersigned, other than as
described herein, no transactions involving Citicasters equity
securities had been engaged in by the Reporting Persons, by AFC
directors, officers or controlling persons.
Item 7. Material to be filed as Exhibits.
(1) News Release referred to in Item 5.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(3) Power of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: October 31, 1994 AMERICAN FINANCIAL CORPORATION
By:/s/ James C. Kennedy
James C. Kennedy, Deputy General
Counsel and Secretary
AMERICAN FINANCIAL ENTERPRISES, INC.
By:/s/ James C. Kennedy
James C. Kennedy, Secretary
/s/ James C. Kennedy
James C. Kennedy, As Attorney-in-Fact
for Carl H. Lindner
(CITI.#51)
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Exhibit 1
N e w s R e l e a s e
CITICASTERS ANNOUNCES SALE OF TELEVISION STATION
FOR IMMEDIATE RELEASE
(Cincinnati, Ohio - October 14, 1994) Citicasters Inc.
("Citicasters") announced today that it has completed the sale of
television station WBRC Birmingham to New World Communications
Group Incorporated. As previously announced, Citicasters
completed the sale of three other network stations to New World
on September 9, 1994. The sales price for the four stations
included $355 million cash and a warrant to purchase five million
shares of New World common stock at a price of $15.00 per shares.
Citicasters also announced that it has purchased 499,637
shares of its Common Stock at a price of $21.875 per share from
several unaffiliated institutions. Since September 14, 1994,
Citicasters has purchased 1,134,178 shares of its Common Stock in
addition to today's announced transactions.
Citicasters operates 14 radio stations, including ten FM and
four AM stations, along with two network affiliated television
stations in major markets throughout the country.
Citicasters' common stock is traded over the counter under the
symbol CITI.
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FOR FURTHER INFORMATION,
PLEASE CONTACT:
Gregory C. Thomas
Telephone: 513/562-8000
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Exhibit 2
A G R E E M E N T
This Agreement executed this 10th day of February, 1986, is by
and among American Financial Corporation, an Ohio corporation
("AFC"), One East Fourth Street, Cincinnati, Ohio 45202, American
Financial Enterprises, Inc., a Connecticut corporation ("AFEI"),
One East Fourth Street, Cincinnati, Ohio 45202, and Carl H.
Lindner, an individual ("CHL"), 8555 Shawnee Run Road,
Cincinnati, Ohio 45243.
WHEREAS, as of the date of this Agreement, CHL beneficially
owns approximately 45.4% of AFC's outstanding Common Stock and is
Chairman of the Board of Directors and Chief Executive Officer of
AFC;
WHEREAS, as of the date of this Agreement, CHL beneficially
owns approximately 73.8% of AFEI's outstanding Common Stock and
has majority representation on the Board of Directors of AFEI;
WHEREAS, pursuant to CHL's percentage ownership of AFC's
outstanding Common Stock and his status as Chairman of the Board
of Directors and Chief Executive Officer of AFC, CHL may be
deemed to be the beneficial owner of securities held by AFC and
its subsidiaries pursuant to Regulation Section 240.13d-3
promulgated under the Securities Exchange Act of 1934, as
amended;
WHEREAS, AFC and its subsidiaries, including AFEI, from time
to time must file statements pursuant to certain sections of the
Securities and Exchange Act of 1934, as amended, concerning the
ownership of equity securities of public companies; now therefore
be it
RESOLVED, that AFC, AFEI and CHL, not admitting any beneficial
ownership, do each hereby agree to file jointly with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by or on behalf of AFC or any of its
subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d)
of the Securities Exchange Act of 1934, as amended.
AMERICAN FINANCIAL CORPORATION
By:/s/ James E. Evans
James E. Evans, Vice President
and General Counsel
AMERICAN FINANCIAL ENTERPRISES, INC.
By:/s/ James E. Evans
James E. Evans, Vice President
and General Counsel
/s/ Carl H. Lindner
Carl H. Lindner
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Exhibit 3
POWER OF ATTORNEY
I, Carl H. Lindner, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as
Chairman of the Board of Directors and Chief Executive Officer of
American Financial Corporation or as a director or executive
officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American
Financial Corporation or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio this 3rd day of June, 1992.
/s/ Carl H. Lindner
Carl H. Lindner
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