SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant __x__
Filed by a party other than the registrant
/x/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c)
or Rule 14A-12
CITICASTERS INC.
(Name of Registrant as Specified in Its Charter)
Samuel J. Simon
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 1 4 a -
6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to
Exchange Act rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act rule
0-11: ftnt. 1
(4) Proposed maximum aggregate value of transaction:
_____ Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1. Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE>
CITICASTERS INC.
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
___________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on July 28, 1994
__________________________
To our Shareholders:
The Annual Meeting of Shareholders of Citicasters Inc.
(formerly GREAT AMERICAN COMMUNICATIONS COMPANY) will be held on
Thursday, July 28, 1994, at 10:00 a.m., Eastern Time, in The
Filson Room of The Cincinnatian Hotel, 601 Vine Street,
Cincinnati, Ohio. The meeting will be held for the following
purposes:
1. To elect three Class I Directors to serve for the three
year term expiring in 1997 and thereafter until their
successors are duly elected and qualified;
2. To approve the Company's 1993 Stock Option Plan and the
reservation of 800,000 shares of Class A Common Stock
for issuance thereunder; and
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on June
20, 1994, are entitled to receive notice of and to vote at the
1994 annual meeting or any adjournments thereof.
You are cordially invited to be present at the meeting so
that you can vote in person. Whether or not you plan to attend
the meeting, please date, sign and return the accompanying proxy
card in the enclosed, postage-paid envelope. If you do attend
the meeting, you may either vote by proxy or revoke your proxy
and vote in person. You may also revoke your proxy at any time
before the voting by written revocation or by submitting a later-
dated proxy card.
Sincerely,
Carl H. Lindner
Chairman of the Board
Cincinnati, Ohio
June 24, 1994
<PAGE> 1
Citicasters Inc.
One East Fourth Street
Cincinnati, Ohio 45202
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Citicasters
Inc. (the "Company") to be voted at the Annual Meeting of
Shareholders to be held at 10:00 a.m., Eastern Time, on July 28,
1994 in the Filson Room at The Cincinnatian Hotel, 601 Vine
Street, Cincinnati, Ohio, and at any adjournment thereof.
Any shareholder who executes the accompanying proxy may
revoke it any time before it is exercised by submitting either
written notice to the undersigned or a duly executed proxy
bearing a later date. Properly executed proxies not revoked will
be voted as specified thereon.
The Company will pay the cost of soliciting proxies,
including reimbursement of brokerage firms, banks and other
nominees for their actual out-of-pocket expenses in forwarding
proxy material to beneficial owners of Citicasters Inc. common
stock. The approximate date on which this Proxy Statement and
the accompanying proxy card were first mailed to shareholders is
June 24, 1994.
RESTRUCTURING
In November 1993, the Company filed a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code
pursuant to which the Company proposed a comprehensive financial
restructuring involving itself and certain subsidiaries (the
"Restructuring"). Upon consummation of the plan of
reorganization on December 28, 1993, among other actions taken,
the Company effected a 1-for-300 reverse stock split and issued
approximately 11.3 million shares of common stock in exchange for
certain pre-reorganization obligations. At that time the Board
of Directors was expanded from six to nine members and divided
into classes.
NAME CHANGE
On June 8, 1994, the Company's name was changed from Great
American Communications Company to Citicasters Inc. The action
was taken to more clearly identify the Company as a pure
broadcaster focused on metropolitan markets following the
Company's recently completed comprehensive financial restruc-
turing. In order to implement the name change as quickly as
possible, the Company obtained the written consent of holders of
52.2% of the Company's outstanding Class A Common Stock and 100%
of the Company's outstanding Class B Common Stock and issued an
Information
<PAGE> 2
Statement dated May 18, 1994 notifying shareholders
of the name change.
VOTING AT THE MEETING
RECORD DATE; SHARES OUTSTANDING
Only shareholders of record at the close of business on June
20, 1994 (the "Record Date") are entitled to notice of and to
vote at the meeting. On that date there were 10,153,672 shares
of Class A Common Stock and 1,163,524 shares of Class B Common
Stock outstanding. Except as otherwise provided by law, holders
of the Class A Common Stock and the Class B Common Stock vote
together as one class on all matters. The holders of Class A
Common Stock are entitled to one vote on each matter to be voted
on at the meeting for each share of Class A Common Stock held of
record by such holder as of the Record Date. The holders of
Class B Common Stock are entitled to one vote on each matter to
be voted on at the meeting for every five shares of Class B
Common Stock held of record by such holder as of the Record Date.
PRINCIPAL SHAREHOLDERS
The following shareholders are the only persons known by the
Company to own beneficially 5% or more of its outstanding common
stock on the Record Date:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and address of Beneficial Owner Beneficial Ownership Class
___________________________________ ____________________ __________
<S> <C> <C>
American Financial Corporation 2,202,533 (a) 21.7%
One East Fourth Street
Cincinnati, Ohio 45202
FMR Corp.
82 Devonshire Street 1,621,074 (b) 16.0%
Boston, Massachusetts 02109-3614
Kemper Financial Services
120 South LaSalle Street 772,555 7.6%
Chicago, Illinois 60603
Lion Advisors, L.P.
1301 Avenue of the Americas 1,163,524 (c) 10.3% (c)
New York, New York 10019
Carl H. Lindner
One East Fourth Street 3,683,001 (d) 36.3%
Cincinnati, Ohio 45202
<FN>
(a) AFC and Carl H. Lindner, the beneficial owner of 40.9% of AFC's common
stock and the Chairman of its Board of Directors and its Chief Executive
Officer, share voting and dispositive power with respect to
<PAGE> 3
shares of common stock owned by AFC.
(b) Includes 1,358,310 shares as to which a subsidiary of FMR Corp. acts as
an investment advisor with certain rights of disposition but without the
right to vote.
(c) Assumes conversion of the Class B Common Stock into Class A Common
Stock. Lion Advisors, L.P. beneficially owns all 1,163,524 shares of
Citicasters Class B Common Stock. Shares of Class B Common Stock are
convertible at any time on a one-for-one basis into Class A Common
Stock, unless such conversion would violate applicable law, including
the federal Communications Act of 1934.
(d) Includes the 2,202,533 shares of Class A Common Stock held by AFC and
101,317 shares of Class A Common Stock held by a charitable foundation
over which Mr. Lindner shares voting and/or dispositive power.
</TABLE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Board of Directors is divided into three classes
pursuant to provisions contained in the Bylaws of the Company.
The Directors of each class serve for a term of three years, with
one class elected each year. In all cases, Directors serve until
their successors are elected and qualified. The Board of
Directors of the Company currently contains eight members, with
three nominees in Class I standing for election this year. The
Class II Directors, of which there are currently two, will stand
for election at the 1995 Annual Meeting of Shareholders. The
Class III Directors, of which there are currently three, will
stand for election at the 1996 Annual Meeting of Shareholders.
The Board of Directors has nominated three candidates for
election at the Annual Meeting as Directors to serve the three-
year term ending in 1997. The nominees have consented to being
named in this Proxy Statement and to serve if elected. However,
if the nominees should become unable to serve, the Proxies
received in response to this solicitation which were voted in
favor of such nominees will be voted for the election of such
other persons as shall be designated by the Board of Directors.
Proxies cannot be voted for a greater number of persons than the
number of nominees named in this Proxy Statement as candidates
for election to the Board of Directors.
There is currently a vacancy on the Board of Directors
created by the resignation of Class II Director Robert Miller in
February 1994. The Board of Directors is authorized to fill the
vacancy at any time until the 1995 Annual Meeting of
Shareholders.
The following table sets forth certain information with
respect to the nominees for election as Directors and each
Director whose term does not expire at the 1994 Annual Meeting.
(For information with respect to security ownership of Directors,
see "Security Ownership of Management".)
<PAGE> 4
<TABLE>
<CAPTION>
Name Class of Positions with Director or
Director Age the Company Officer Since
------------------------- -------- --- ---------------------------------- -------------
NOMINEES FOR ELECTION (term of office expires in 1997)
------------------------------------------------------
<S> <C> <C> <C> <C>
Carl H. Lindner Class I 75 Chairman of the Board 1994
John P. Zanotti Class I 45 Chief Executive Officer, Director 1992
Theodore H. Emmerich Class I 67 Director 1989
(term of office expires in 1995)
-------------------------------
S. Craig Lindner Class II 39 Director 1982
James E. Evans Class II 48 Director 1984
(term of office expires in 1996)
-------------------------------
Randolph L. Booth Class III 41 Director 1993
Nathan Bilger Class III 67 Director 1993
Bradley J. Wechsler Class III 42 Director 1993
</TABLE>
NOMINEES FOR ELECTION
Mr. Carl H. Lindner has been Chairman of the Board of
Directors and Chief Executive Officer of American Financial
Corporation ("AFC") since AFC was founded over 30 years ago. AFC
is a holding company operating through wholly-owned and majority-
owned subsidiaries and other companies in which it holds
significant ownership interests. Mr. Lindner also serves as
Chairman of the Board of the following publicly held companies:
American Annuity Group, Inc. ("AAG"), American Financial
Enterprises, Inc. ("AFEI"), American Premier Underwriters, Inc.
("American Premier"), Chiquita Brands International, Inc.
("Chiquita") and General Cable Corporation ("General Cable").
AFC owns a substantial beneficial interest in all of these
companies. Although not a director or officer of the Company at
the time of the filing of the prepackaged plan of reorganization
under Chapter 11 of the Bankruptcy Code (the "Restructuring"),
Mr. Lindner had been Chairman of the Board and Chief Executive
Officer of Citicasters prior to 1993. He was appointed to the
position of Chairman of the Board in January 1994.
Mr. Zanotti has been Chief Executive Officer of Citicasters
since December 1992, having previously served as its Executive
Vice
<PAGE> 5
President and the President and Chief Operating Officer of
the Company's wholly-owned subsidiary, Great American
Broadcasting Company, since January 1992. Mr. Zanotti had served
as President-Television Group of GABC since February 1991. Prior
to such time, Mr Zanotti was Publisher of the Arizona Republic
and The Phoenix Gazette and Chief Executive Officer and Executive
Vice President of Phoenix Newspapers, Inc. from March 1990 to
February 1991. Prior to such time, Mr. Zanotti was President and
Publisher of The Cincinnati Enquirer. Mr. Zanotti was the Chief
Executive Officer of the Company during the Restructuring.
Mr. Emmerich, prior to his retirement in 1986, was managing
partner of the Cincinnati office of Ernst & Whinney, an
independent accounting firm (now Ernst & Young). He is also a
director of American Premier, Cincinnati Milicron Commercial
Corporation, Carillon Fund, Inc., a trustee of Carillon
Investment Trust and Gradison Custodian Trust and Gradison &
McDonald Municipal Custodial Trust.
The three nominees receiving the highest number of votes
cast will be elected.
The Board of Directors recommends that shareholders vote FOR
the election of these three nominees.
DIRECTORS WHOSE TERMS EXPIRE IN 1995 AND 1996
Mr. S. Craig Lindner has served as President and a Director
of AAG since March 1993. For more than five years, he has also
been Senior Executive Vice President of American Money Management
Corporation, a subsidiary of AFC which provides investment
management services to AFC and certain of its affiliates. He is
also a director of AAG, American Premier, Chiquita, General Cable
and Spelling Entertainment Group Inc. He is the son of Carl H.
Lindner.
Mr. Evans has served as Vice President and General Counsel
of AFC for more than five years. He is also director of AFEI and
American Premier.
Mr. Booth has been a principal of Capital City Advisors,
Inc., a consulting firm specializing in mergers, acquisitions and
financings since 1993. Prior to such time, Mr. Booth served as
the Vice President-Finance and Chief Financial Officer of Turner
Broadcasting Systems, Inc. since 1987.
Mr. Bilger currently acts as a consultant to an estate with
substantial real estate and financial holdings and has acted in
such capacity since April 1992. Prior to such time, Mr. Bilger
was employed in various capacities by entities controlled by such
estate since 1988.
<PAGE> 6
Mr. Wechsler has been, since 1990, the President of
Entertainment Finance Services, Inc. and Bedford Capital
Advisors, Inc., companies which provide financial and advisory
services to media and entertainment companies. Prior to such
time, Mr. Wechsler was a partner with Drexel Burnham Lambert
Incorporated since 1988. Mr. Wechsler currently is a member of
the Board of Directors of Metro-Goldwyn-Meyer Inc.
PROPOSAL NO. 2 - APPROVAL OF THE 1993 STOCK OPTION PLAN
-------------------------------------------------------
In December 1993, the Board of Directors established,
subject to approval by the Company's shareholders at this Annual
Meeting, the 1993 Stock Option Plan (the "Plan") pursuant to
which officers, directors and key employees of Citicasters or any
of its subsidiaries will be eligible to receive options to
purchase Class A Common Stock. The purpose of the Plan is to
provide incentives for its key employees and directors and to aid
the Company in attracting, retaining and motivating such
employees by providing for or increasing their proprietary
interests in the Company. The following is a summary of the
Plan, the full text of which is attached hereto as Annex A. The
term "employees" in the following discussion is used to refer to
officers and directors and other key employees of Citicasters or
its subsidiaries.
The Company's Board of Directors has authorized 800,000
shares of Class A Common Stock for issuance upon the exercise of
options under the Plan. Options to purchase a total of 581,000
shares of Class A Common Stock were granted to a total of 31
employees in January 1994. Of these, the following officers of
the Company were granted options in the following amounts: Mr.
Zanotti, Chief Executive Officer and a nominee for election as a
director, 200,000 shares; Mr. Thomas, Executive Vice President
and Chief Financial Officer, 30,000 shares; Mr. Mazuk, Vice
President, 6,000 shares; and Ms. Wallgren, Vice President, 10,000
shares. As a group, the current executive officers of the
Company have been granted options to purchase a total of 258,500
shares under the Plan. As of the Record Date, options to
purchase a total of 576,000 shares were outstanding under the
Plan, all with an exercise price of $15.00 per share.
The Plan provides for the granting of options that are
incentive stock options under the Internal Revenue Code of 1986
("Incentive Stock Options") and for those that are not ("Non-
Qualified Stock Options"). The major differences between these
types of options relate to federal income tax consequences upon
exercise or sale. Exercise prices for Non-Qualified Stock
Options may be at prices set below or above fair market prices of
the Common Stock at the date of grant by a committee of at least
two directors appointed to administer the Plan (the "Committee").
Exercise prices for incentive stock options may not be less than
100% of the market value on the date of grant. The exercise
price of
<PAGE> 7
Incentive Stock Options for persons beneficially owning
10% or more of the Company's outstanding Common Stock must be at
least 110% of market value at the time of grant. On June 20,
1994, the closing sale price of Citicasters' Class A Common Stock
in the NASDAQ National Market System was [$18.00] per share.
The vesting schedule, expiration dates and other terms for
all options are determined by the Committee at the time of each
particular stock option grant. Options generally become
exercisable upon the first anniversary of the date of grant to
the extent of twenty percent (20%) of the total shares covered by
the option with an additional twenty percent (20%) of the total
shares covered by the Option becoming exercisable on each
succeeding anniversary. This right of exercise is cumulative and
may be exercisable in whole or in part. The term of each option
is generally ten years. Incentive stock options may not be
granted for terms of more than ten years.
The directors appointed to the Committee are Messrs. Carl H.
Lindner, S. Craig Lindner and Bradley J. Wechsler. Other than
members of the Committee, all key employees and directors of the
Company and its subsidiaries, (approximately 150 persons) are
eligible to be considered for the grant of options.
Pursuant to Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), directors, certain
officers and 10 percent stockholders of the Company are generally
liable to the Company for repayment of any "short-swing" profits
realized from any non-exempt purchase and sale of common stock
occurring within a six-month period. Rule 16b-3, promulgated
under the Exchange Act, provides an exemption from Section 16(b)
liability for certain transactions by an officer or director
pursuant to an employee benefit plan that complies with such
rule. Specifically, the grant of an option under an employee
benefit plan that complies with Rule 16b-3 will not be deemed a
purchase of a security for Section 16(b) purposes. The Plan is
designed to comply with Rule 16b-3. Shareholder approval of the
Plan is being sought to exempt the grant of options from the
operation of Section 16(b) as well as to comply with the rules of
NASDAQ.
Upon the exercise of an option, the underlying shares of
Class A Common Stock must be paid for in full, either by check
payable to the Company or by delivery of Class A Common Stock
having a fair market value equal to the exercise price, or in any
combination thereof. The employee must pay to the Company an
amount equal to any tax which the Company is required to withhold
under any federal, state or local tax laws. Payment of the
exercise price or withholding amount may be satisfied with
respect to the exercise of any option by making an election to
either have the Company withhold from the shares otherwise to be
delivered such number of shares of the Company which have a fair
market value equal to the exercise price and/or the amount of the
withholding requirement or
<PAGE> 8
deliver to the Company sufficient
shares of Class A Common Stock having a fair market value equal
to the exercise price or the withholding requirement. This
election is limited to those employees who are subject to the
insider reporting requirements of the Securities Exchange Act of
1934, as amended.
No income is recognized when either type of option is
granted to the optionholder, but the subsequent tax treatment
differs widely. Upon the exercise of a non-qualified option, the
excess of the fair market value of the shares on the date of
exercise over the option price is ordinary income to the
optionholder at the time of the exercise. The tax basis for the
shares purchased is their fair market value on the date of
exercise. Any gain realized upon a later sale of the shares for
an amount in excess of their tax basis will be taxed as capital
gain, with the character of the gain (short-term or long-term)
depending upon how long the shares were held. The Company is
entitled to a tax deduction equal to the amount of the ordinary
income recognized by the optionholder in connection with the
exercise of a non-qualified stock option.
No income is recognized by the optionholder upon the
exercise of an incentive stock option. The tax basis of the
shares acquired will be the exercise price. In order to receive
this favorable tax treatment, shares acquired pursuant to the
exercise of an incentive stock option may not be disposed of
within two years after the date the option was granted nor within
one year after the exercise date, whichever is longer. If the
shares are sold before the end of the longer of these holding
periods, the lesser of (i) the difference between the exercise
price and the value of the shares on the date of exercise, or
(ii) the total gain on the sale, is taxed as ordinary income and
the balance, if any, as short-term or long-term capital gain,
depending upon how long the shares were held. If these holding
periods are met, all gain realized upon a later sale of the
shares for an amount in excess of the tax basis will be taxed as
capital gain. No deduction is available to the Company in
connection with the exercise of incentive stock options if the
holding periods discussed above are met.
Subject to limitations imposed by law, the Board of
Directors of Citicasters may amend or terminate the Plan at any
time and in any manner. However, no such amendment or
termination may deprive the recipient of an award previously
granted under the Plan of any rights thereunder without his or
her consent. In addition, certain material amendments required
stockholder approval to the extent required by Rule 16b-3.
Approval of the Plan requires the affirmative vote of the
majority of the shares voting and abstaining at the meeting in
person or by proxy. The Board of Directors recommends that
shareholders vote FOR the proposal to approve the Citicasters
Inc. 1993 Stock Option Plan.
<PAGE> 9
ADJOURNMENT AND OTHER MATTERS
A motion for adjournment or other matters properly brought
before the meeting requires the affirmative vote of a majority of
the shares represented at the meeting in person or by proxy for
approval.
VOTING OF PROXIES
Unless a different choice is indicated, a proxy card
properly signed by a shareholder will be voted "FOR" the three
Directors nominated to be elected at the meeting, and "FOR"
approval of the 1993 Stock Option Plan. If authority is not
withheld to vote for any or all of the nominees, a signed proxy
card will be voted "FOR" the election of the three nominees
proposed by the Board of Directors. If any other matters
properly come before the meeting or any adjournment thereof, each
proxy will be voted in the discretion of the proxies named
therein. Abstentions and shares otherwise not voted for any
reason, including broker non-votes will have no effect on the
outcome of any vote taken at the meeting, except as indicated
under Proposal No. 2.
<PAGE> 10
INFORMATION CONCERNING MANAGEMENT
The executive officers of the Company are:
<TABLE>
<CAPTION>
OFFICER
NAME AGE POSITION SINCE
-------------------- --- -------------------------- -------
<S> <C> <C> <C>
Carl H. Lindner 75 Chairman of the Board 1994
John P. Zanotti 45 Chief Executive Officer, 1992
Director
William T. Baumann 49 Executive Vice President 1990
Gregory C. Thomas 46 Executive Vice President, 1990
Chief Financial Officer
and Treasurer
Anita L. Wallgren 40 Vice President and 1990
Associate General Counsel
Ronald L. Mazuk 47 Vice President - Tax 1993
Samuel J. Simon 37 General Counsel and Secretary 1990
</TABLE>
Following are summaries of the business background of the
executive officers of the Company. As Messrs. Lindner and
Zanotti are directors of the Company nominated for election at
this Annual Meeting, their background information is set forth
above under "NOMINEES FOR ELECTION."
William T. Baumann has served as an Executive Vice President
since May 1990, and for more than three years prior to such time
served as Senior Vice President-Planning and Corporate
Development of GABC.
Gregory C. Thomas was elected Executive Vice President and
Chief Financial Officer in May 1990, and for over three years
prior to such time served as Senior Vice President and Chief
Financial Officer of GABC. Mr. Thomas was appointed Treasurer of
GACC in March 1992.
<PAGE> 11
Anita L. Wallgren was elected Vice President in May 1990,
and until such election served as Vice President of GABC since
September 1988. In September 1993, she was appointed to the
additional position of Associate General Counsel.
Ronald L. Mazuk was appointed Vice President - Tax in
December 1993. He has served as an executive in the tax
department of the Company for over five years.
Samuel J. Simon was appointed General Counsel and Secretary
in May 1990 and for more than four years previously served as an
attorney in the General Counsel's Office of AFC.
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ending
December 31, 1993, 1992 and 1991, the cash compensation paid by
Citicasters Inc., as well as certain other compensation paid
during or accrued for those years, to each of the executive
officers of the Company whose compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Compensation
----------------------------- --------------
Other Securities
Annual Underlying
Compen- Options
Name and Principal Year Bonus sation Granted (4)
Position (1) Salary ($) ($) (2) ($) (3) (# of Shares)
-------------------- ---- ---------- -------- ------- --------------
<C> <C> <C> <C> <C>
<S> 1993 $393,200 $472,500 $6,082 0
John P. Zanotti 1992 $335,000 $120,000 $2,580 0
Chief Executive
Officer
William T. Baumann 1993 $208,690 $60,000 $5,862 0
Executive Vice 1992 $210,000 $0 $3,520 0
President 1991 $209,000 $50,000 $3,520 150,000
Gregory C. Thomas 1993 $214,480 $165,000 $5,875 0
Executive Vice 1992 $210,000 $20,000 $3,520 0
President and 1991 $194,000 $95,000 $3,275 150,000
Chief Financial
Officer
Ronald L. Mazuk 1993 $138,280 $5,000 $4,476 0
Vice President
- Tax
Anita L. Wallgren 1993 $121,200 $12,500 $4,296 0
Vice President 1992 $119,000 $10,000 $3,080 0
and Associate 1991 $109,000 $10,000 $2,070 60,000
General Counsel
(1) Compensation information for Mr. Zanotti for 1991 and for Mr. Mazuk for
1992 and 1991 is omitted from the table because the two were not
officers of the Company during that period.
<PAGE> 12
(2) Includes annual cash bonuses and, for Messrs. Zanotti and Thomas, stock
awards (valued as of the date of grant) issued in connection with the
successful completion of the Company's financial restructuring.
(3) Includes compensation in the form of group life insurance and
contributions to the Thrift Savings Plan.
(4) Represents grants of options to purchase the Company's pre-1993
financial restructuring common stock. All of these options were
cancelled in December 1993 pursuant to the terms of the restructuring.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table presents information as of May 31, 1994
concerning the Directors of the Company, including the nominees.
This table also indicates the beneficial ownership of Class A
Common Stock owned by each Director and all Directors and
officers of the Company as a group. No Citicasters preferred
stock is outstanding.
Amount and Nature
Name of Beneficial Owner of Beneficial Percent of
Ownership Class
-------------------------- ----------------- ----------
Carl H. Lindner 3,683,001 (a) 36.3%
John P. Zanotti 12,503 *
Theodore H. Emmerich 1,000 *
S. Craig Lindner 0 0
James E. Evans 20,000 *
Randolph L. Booth 0 0
Nathan Bilger 0 0
Bradley J. Wechsler 0 0
All Directors and officers 3,747,983 (a) 36.9%
* Less than one percent
(a) Includes 2,202,533 shares of Class A Common Stock held by
American Financial Corporation and 101,317 shares of Class A
Common Stock held by a charitable foundation over which Mr.
Lindner shares voting and/or dispositive power.
STOCK OPTION GRANTS, EXERCISES AND HOLDINGS
During 1993, Citicasters made no grants of stock options to
executive officers and no stock options were exercised. Pursuant
to the financial restructuring, all then outstanding employee
stock options were cancelled on December 28, 1993. None of these
options were in-the-money at any time during 1993.
<PAGE> 13
EMPLOYEE BENEFIT PLANS
Described below are certain employee benefit plans of the
Company pursuant to which cash or non-cash compensation was paid,
distributed to or accrued for the benefit of its executive
officers during the last fiscal year.
Pension and Savings Plan
In 1992, Citicasters terminated a non-contributory, defined
benefit pension plan of its subsidiary, Great American
Broadcasting Company. As a result of the plan termination, all
participants in the pension plan as of June 30, 1992 were
eligible to receive benefits either in the form of a lump-sum
distribution or an annuity. Salary and service beyond June 30,
1992 were not used in calculating participants' benefits.
Messrs. Zanotti, Baumann, Thomas and Mazuk and Ms. Wallgren were
all participants in the pension plan of GABC terminated in 1992.
Pursuant to the termination those persons received distributions
in 1993 as follows: Mr. Zanotti - $26,710; Mr. Baumann -
$185,889; Mr. Thomas - $150,839; Mr. Mazuk - $84,939; and Ms.
Wallgren - $25,000. Because of the nature of these payments,
they are not included in the Compensation Table.
Thrift Savings Plan
The Company has a voluntary defined contribution Thrift
Savings Plan that meets the requirements of Section 401(k) of the
Internal Revenue Code. This plan provides a means by which
employees can increase the income available to them in retirement
and gain a current tax benefit for their contributions. Under
this plan, employees who so elect may have amounts ranging from
1% to 4% of monthly compensation withheld from their pay and
receive a matching contribution from the Company amounting to
$.50 for each dollar saved. The Company's matching contribution
is limited to $3,000 for each employee per year, which affects
only employees earning more than $145,667 per year. Employees
are limited by law to a maximum contribution amount each year
($8,994 in 1993). In addition, the Company makes an annual
contribution to each employee's account equal to 1% of such
employee's annual compensation. By law, the maximum contribution
to any employee under that component of the plan during 1993 was
$2,358.
Subject to that limit, employees may contribute up to an
additional 11% of base compensation. Such additional amounts are
not matched by the Company. Participants are given the right to
choose among a number of different investment vehicles selected
by the plan committee. Account balances are paid out to
employees upon termination of employment, based upon 100% vesting
of their personal contributions and the Company's 1% contribution
and upon a vesting schedule on the Company's matching
contributions of 10% vesting for each of the first four years of
service and 20% vesting for each of the next three years of
service resulting in 100% vesting upon completion of seven years
of service. Amounts
<PAGE> 14
contributed by the Company for the calendar
year 1993 are included in the compensation table.
COMPENSATION OF DIRECTORS
Each Director who is not a salaried officer of Citicasters
was paid an annual fee of $12,000 plus $750 for each Board of
Directors meeting attended in 1993. Directors who are not
salaried officers and serve on committees of the Board of
Directors received an additional fee of $500 per committee
meeting attended. Committee chairmen not otherwise compensated
for their services to the Company were paid an additional $5,000
annually.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934 requires
the Company's executive officers, directors and persons who own
more than 10% of a registered class of Citicasters' equity
securities to file reports of ownership and changes in such
ownership. Based on a review of copies of such forms received by
it, except as noted below, the Company believes that all of its
executive officers, directors and 10% owners complied with the
Section 16 reporting requirements. Lion Advisors, L.P. filed a
Form 3 Insider Report approximately 30 days late.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, executive compensation was determined by the
Executive Committee of the Board of Directors, which committee
consisted of S. Craig Lindner and John P. Zanotti, Chief
Executive Officer of Citicasters Inc. In early 1994, following
the financial restructuring, the Board of Directors appointed a
compensation committee which will perform these functions in the
future.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1993, the Executive Committee reviewed and set the
compensation of the Company's executive officers, including those
listed in the Compensation Table.
The factors considered by the Committee when making
compensation decisions in 1993 were primarily subjective. In the
past, among other factors, the Committee has considered the
profitability of the Company and the market value of its stock in
addition to evaluating executive performance. During 1993, the
primary considerations were instead the Committee's impressions
of the ability of the executives to discharge their duties,
effectively manage the affairs of the Company and meet the
particularly difficult challenges created by the Company's
Restructuring.
<PAGE> 15
The annual base salaries of the executive officers were
approved by the Committee at levels which it believes are
appropriate for the respective positions and levels of
responsibilities of such officers. These salaries are based upon
recommendations made by the chief executive officer, John P.
Zanotti. Mr. Zanotti did not participate in the determination of
his own compensation.
The Committee feels that it is very important to be able
attract, retain and draw upon highly skilled management. As
such, the Committee also utilizes both annual and special
bonuses, which may be in cash or in the Company's common stock,
and stock option grants. In its consideration of annual bonus
awards, the Committee does not base awards on specific monetary
targets or goals, but does strive to compensate the Company's
executive officers fairly for their individual efforts and
accomplishments. The Committee believes that this practice,
although somewhat subjective, also serves to motivate the
Company's executives to even greater achievements in the near
term.
In 1993, the Committee also awarded "special" bonuses to
Messrs. Zanotti and Thomas relating to their efforts in
connection with the Restructuring. These amounts are included in
the Compensation Table, and were made because of the
extraordinary efforts put forth in connection with the Company's
normal operating activities as well as the successful completion
of the Company's financial reorganization.
Stock options also represent a performance-based portion of
the Company's compensation system. The Company believes that
shareholders' interests are well served by aligning the
executives' interest with those of shareholders by the grant of
stock options. The Company believes that these features provide
an optionee with substantial incentives to maximize the Company's
long-term success. While no options were granted in 1993 pending
completion of the Restructuring, several of the executives named
in the Compensation Table were granted options in January 1994
under the 1993 Stock Option Plan.
The Committee believes that Mr. Zanotti's annual salary and
bonus compensation is commensurate with the duties of his office
as the Company's chief executive officer. While his total
compensation increased in the last year, a difficult one for the
Company from a financial point of view, this is due primarily to
the additional responsibilities brought about by these
difficulties as well as the demands caused by the Restructuring
and the improved performance of the Company's radio and
television groups. The Committee believes that Mr. Zanotti fully
and effectively discharged the increased responsibilities of his
position with Citicasters to the Company's substantial benefit.
The Committee uses substantially the same criteria to
evaluate the performance of the other executive officers as it
uses for the chief executive officer, except that it weighs
heavily the
<PAGE> 16
recommendations of the chief executive officer. The
Committee weighed the significance of the current contributions
of the executives as well as the challenges and responsibilities
which they faced. Upon considering the duties and performance of
the other executive officers of the Company, the Committee
concluded that they also fully and effectively discharged the
increased responsibilities of their positions with Citicasters to
the Company's substantial benefit.
S. Craig Lindner
John P. Zanotti
PERFORMANCE GRAPH
The following graph compares the cumulative total
shareholder return on the Company's pre-restructuring common
stock (shown as "GACC") with the cumulative total return of the
Standard & Poor's ("S&P") 500 Stock Index and the S&P Broadcast
Media Index ("Broadcasting Index") from the end of 1988 to the
end of 1993. As the Company completed its comprehensive
financial restructuring on December 28, 1993, the graph does not
contain a return on Citicasters' current Class A Common Stock.
<TABLE>
<CAPTION>
PERFORMANCE GRAPH
1988 1989 1990 1991 1992 1993
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
GACC Common Stock 100.0 98.8 19.4 9.2 2.8 0.5
Broadcasting Index 100.0 139.6 118.2 127.0 154.8 216.3
S&P Index 100.0 115.2 127.6 166.5 179.2 197.2
Assumes $100 invested on December 31, 1988 in GACC's Class A common
stock, the S&P 500 Stock and the Broadcasting Index, including
reinvestment of dividends.
</TABLE>
BOARD AND BOARD COMMITTEE ACTIONS
The Board held five meetings during 1993 and took action by
unanimous written consent on four occasions. Each of the
incumbent directors attended at least 75% of the aggregate of the
meetings of the Board and of the committees on which they served
in 1993.
During 1993, Messrs. S. Craig Lindner and John P. Zanotti
served as the Executive Committee members. The Executive
Committee is authorized, under Florida law and the Company's
Bylaws, to perform substantially all of the functions of the
Board of Directors. The
<PAGE> 17
Executive Committee took formal written action on one occasion
during 1993.
During 1993, the Audit Committee consisted of Messrs.
Emmerich and former director George E. Castrucci, neither of whom
was an officer of the Company or its subsidiaries. The Audit
Committee had two meetings in 1993. The Committee's functions
include reviewing with the independent auditors the plans and
results of the audit engagement of the Company and reviewing the
scope and results of the procedures for internal auditing.
The Company does not have a Nominating Committee.
CERTAIN TRANSACTIONS
Citicasters Inc. has had and expects to continue to have
transactions with its directors, officers, principal
shareholders, their affiliates and members of their families.
The terms of these transactions are comparable to those which
would apply to unrelated parties.
The Company purchases substantially all of its property and
casualty insurance coverage through certain subsidiaries of AFC.
During 1993, Citicasters paid insurance premiums of approximately
$1.6 million to insurance agencies then controlled by AFC. Of
such premiums, approximately $1.25 million were ultimately
remitted to AFC insurance company subsidiaries.
Citicasters leases its corporate headquarters from AFC under
a five year lease, which commenced in November 1989. During
1993, Citicasters paid $260,000 to AFC under the lease.
AFC provided certain legal, investment, accounting, tax,
financial and office services to Citicasters. During 1993,
Citicasters and its subsidiaries were charged $90,000 by AFC for
these services.
Citicasters estimates that the following affiliates of AFC
and entities in which AFC or Carl H. Lindners' immediate family
members have or had substantial holdings paid in the aggregate
approximately $570,000 in radio and television advertising fees
to Citicasters during 1993: Chiquita, The Provident Bank, United
Dairy Farmers, Inc. (principally owned by Robert D. Lindner,
brother of Carl H. Lindner) and Thriftway, Inc. (principally
owned by Richard E. Lindner, brother of Carl H. Lindner).
Citicasters utilizes the services of Provident Travel
Corporation, an AFC subsidiary travel agency, to facilitate
business travel by Company employees. In 1993, Citicasters had
approximately $618,000 of bookings through this agency, all on
terms and conditions customarily offered by commercial travel
agencies in the area.
<PAGE> 18
From time to time, AFC advanced funds to Citicasters and its
subsidiaries on an unsecured basis. The highest balance under
such advances during 1993 was approximately $882,000. Pursuant
to the Restructuring, the balance was extinguished on December
28, 1993.
During 1993, Citicasters had outstanding a line of credit
from AFC. The highest balance under the line during 1993 was
$42,500,000. Pursuant to the Restructuring, the balance on the
line of credit was exchanged for 75,000 shares of Class A Common
Stock.
Pursuant to the Restructuring, Citicasters effected a 1-for-
300 reverse stock split pursuant to which each share of
Citicasters Common Stock held by AFC became 1/300th of a share of
Class A Common Stock. In addition, AFC received 1,453,978 shares
of Class A Common Stock in exchange for certain debt securities
of Citicasters; 673,555 shares of Class A Common Stock in
exchange for preferred stock of a subsidiary of Citicasters;
75,000 shares of Class A Common Stock in exchange for the line of
credit; and 94,837 shares by an AFC purchase made as a result of
a required capital contribution to Citicasters. Pursuant to this
capital contribution undertaking, AFC purchased the 94,837 shares
of Class A Common Stock for $12.24 per share and approximately
$6.4 million principal amount of Citicasters 14% Notes and
accrued interest for approximately $7.95 million in cash.
INDEPENDENT AUDITORS
The accounting firm of Ernst & Young served as the Company's
independent auditors for 1993. One or more representatives of
that firm will attend the Annual Meeting and will be given the
opportunity to comment, if they so desire, and to respond to
appropriate questions that may be asked by shareholders. No
auditor has yet been selected for the current year, since it is
the practice of Citicasters Inc. not to select independent
auditors prior to the Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS
If a shareholder desires to have a proposal included in the
proxy statement for the 1994 Annual Meeting, such proposal must
be received by Citicasters' Secretary at the office of the
Company before January 1, 1995.
<PAGE> 19
MISCELLANEOUS
Citicasters will send upon written request, without charge, a
copy of the Company's current annual report on Form 10-K to any
shareholder who writes to Citicasters Inc., Finance Department,
One East Fourth Street, Cincinnati, Ohio 45202.
The management of Citicasters knows of no other matters to be
presented at the meeting other than those mentioned in the
notice. If any other matter should be presented at the meeting
or any adjournment thereof upon which a vote properly may be
taken, it is intended that shares represented by proxies in the
accompanying form will be voted in accordance with the judgment
of the person or persons voting said shares.
By order of the Board of Directors
Samuel J. Simon
Secretary
<PAGE> A-1
ANNEX A
CITICASTERS INC.
1993 Stock Option Plan
Section I. Purpose. The purpose of the Plan is to promote
the interests of the Company and its shareholders by providing a
means for selected Key Employees of the Company and its
Subsidiaries to acquire a proprietary interest in the Company,
thereby strengthening the Company's ability to attract capable
management personnel and providing an inducement for Key
Employees to remain in the employ of the Company or its
subsidiaries and to perform at their maximum levels. It is
intended that Options granted pursuant to this Plan may
constitute Incentive Stock Options or Nonqualified Stock Options,
as hereinafter set forth.
Section II. Definitions. Unless the context clearly
indicates otherwise, the following terms, when used in this Plan,
shall have the meanings set forth below:
A. "Board" shall mean the Board of Directors of the
Company.
B. "Code" shall mean the Internal Revenue Code of 1986,
as it may be amended from time to time.
C. "Committee" shall mean the Compensation Committee of
the Board, appointed by the Board to administer the Plan and
perform the functions set forth in Section 3 of this Plan.
D. "Common Stock" shall mean the Class A Common Stock,
par value $.01 per share, of the Company, and any other
stock or securities resulting from the adjustment thereof or
substitution therefor as described in Section 12 of this
Plan.
E. "Company" shall mean Citicasters Inc., a Florida
corporation.
F. "Fair Market Value" with respect to the Common Stock
as of any date shall mean 1. in the event the Common Stock
is listed on a national securities exchange, the closing
price as reported for composite transactions on that date,
or, if no sales occurred on that date, then the closing
price on the next preceding date on which such sales of
Common Stock occurred; 2. in the event the Common Stock is
not listed on a national securities exchange, the mean
between the high bid and low asked prices reported for
shares of Common Stock traded over-the-counter on that date,
or, if no bid and asked prices were reported on that date,
then the mean between the high bid and low asked prices on
the next preceding date on which such prices were reported;
or 3. in the event there are no over-the-counter prices for
the Common Stock and it is not listed on a national
securities exchange, the fair market value as determined by
the Committee in its discretion.
G. "Incentive Stock Option" shall mean an Option
granted
<PAGE> A-2
under the Plan and designated as such by the
Committee which meets the requirements of Section 422A of
the Code.
H. "Key Employee" shall mean a regular employee,
whether or not a director of the Company or a Subsidiary,
who is an officer or holds a managerial or other key
position as determined by the Committee, and who, in the
judgment of the Committee, has demonstrated a capacity for
making a substantial contribution to the success of the
business of the Company or a Subsidiary. A director of
Citicasters who is not a Key Employee described in the
previous sentence shall also be eligible with respect to the
grant of Non-qualified Stock Options.
I. "Nonqualified Stock Option" shall mean an Option
granted under the Plan other than an Incentive Stock Option.
J. "Option" shall mean, unless otherwise specifically
limited under any provision of this Plan, both an Incentive
Stock Option and a Nonqualified Stock Option granted
pursuant to this Plan.
K. "Option Price" shall mean the price at which Common
Stock may be purchased under an Option, as provided in
Section 7.(e) of this Plan.
L. "Optionee" shall mean a Key Employee granted an
Option under the Plan.
M. "Parent" shall mean any corporation which qualifies
as a parent corporation of the Company within the meaning of
Section 425(e) of the Code.
N. "Plan" shall mean the Great American Communications
Company 1993 Stock Option Plan.
O. "Stock Option Agreement" shall mean the written
agreement between an Optionee and the Company evidencing the
grant of an Option and setting forth the terms and
conditions of the grant.
P. "Subsidiary" shall mean any corporation which
qualifies as a subsidiary corporation of the Company within
the meaning of Section 425(f) of the Code.
Section III. Administration of the Plan.
A. Committee. The Plan shall be administered by the
Committee which shall include not less than two members of
the Board who are "disinterested persons" as defined in Rule
16b-3(d)(3) promulgated under the Securities Exchange Act of
1934, as amended (the "1934 Act"). The members of the
Committee shall serve at the pleasure of the Board, which
shall have the power, at any time and from time to time, to
remove members from the Committee or to add members thereto.
Vacancies on the Committee shall be filled by action of the
Board.
B. Duties and Powers of the Committee. The Committee
<PAGE> A-3
shall have the full power and authority, but subject to and
not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and
authorities either specifically granted to it under the Plan
or necessary or advisable in the administration of the Plan,
including, without limitation, the authority 1. to grant
Options which have received any requisite approval of the
Board and to determine which Options shall constitute
Incentive Stock Options and which Options shall constitute
Nonqualified Stock Options; 2. to determine the employees to
whom, and the time or times at which, Options shall be
granted; 3. to determine the number of shares of Common
Stock to be covered by each Option; 4. to determine the
Option Price of Common Stock subject to an Option; 5. to
determine the duration of the exercise period of Options and
the time or times at which Options may be exercised and the
extent of exercisability of Options; 6. to determine the
terms and provisions of Stock Option Agreements (which need
not be identical) entered into in connection with Options
granted under the Plan, including such terms and provisions
as shall in the judgment of the Committee be necessary or
advisable in order to conform to any applicable laws or
regulations, as the same may be amended from time to time;
and 7. to make all other determinations necessary or
advisable for the administration of the Plan.
Subject to the express provisions of the Plan, the
Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Stock
Option Agreement in such manner and to the extent it shall
determine in order to carry out the purposes of the Plan.
The Committee shall have full power and authority to
construe and interpret the Plan and the respective Stock Option
Agreements and to establish, amend or rescind such rules,
regulations and procedures as the Committee deems necessary or
appropriate for the proper administration of the Plan.
The determinations of the Committee on the foregoing matters
and any other matters arising in connection with the
construction, administration, interpretation and effect of the
Plan and of the Committee's rules and regulations thereunder
shall (except as otherwise specifically provided in the Plan) be
final, binding and conclusive.
C. Committee Meetings and Actions. The Committee may
select one of its members as Chairman. The Committee shall
hold its meetings at such times and places as it shall
determine. All decisions and determinations of the
Committee shall be made by not less than the affirmative
vote of a majority of its members. Actions may be taken by
the Committee at a duly conveyed meeting (including a
meeting by telephone conference call) or by unanimous
written consent.
Section IV. Eligibility. Options under the Plan may be
granted only to Key Employees of the Company and its
Subsidiaries. A director of the Company who is not also a Key
Employee shall only be eligible to receive a Non-qualified Option
under this Plan.
<PAGE> A-4
More than one Option may be granted to the same
Optionee and be outstanding concurrently hereunder.
Section V. Shares Subject to the Plan.
A. Aggregate Number of Shares Available. Subject
to the adjustments provided for in Section 12 of this Plan,
the aggregate number of shares of Common Stock for which
Options may be granted under the Plan shall be 800,000
shares. Shares delivered by the Company pursuant to
exercises of Options may be authorized but unissued shares
of Common Stock, issued shares of Common Stock which have
been reacquired by the Company, or a combination thereof, as
the Board or the Committee shall from time to time
determine.
B. Effect of Expiration of Options. In the event
that any outstanding Option under the Plan for any reason
expires or is terminated without having been exercised in
full, the shares of Common Stock subject to but not issued
under such Option shall again be available for the granting
of Options under the Plan.
C. Effect of Exercises. If all or any portion of an
Option is exercised, the shares with respect to which such
Option is exercised, shall not thereafter be available for
the granting of other Options under the Plan.
Section VI. Stock Option Agreements. Each Option shall be
evidenced by a written Stock Option Agreement, which shall be
executed by the Company and the Optionee, containing such terms
and conditions, not inconsistent with the Plan, as shall be
determined by the Committee. Stock Option Agreements evidencing
Incentive Stock Options shall contain such terms and conditions,
among others, as may be necessary in the opinion of the Committee
to qualify them as an incentive stock option under the Code.
Section VII. Terms and Conditions of Options. Each
Option granted under the Plan shall comply with and be subject to
the following terms and conditions, as well as such other terms
and conditions as may be determined by the Committee and
specified in the related Stock Option Agreement:
A. Number of Shares. The number of shares of Common
Stock to which an Option relates shall be determined by the
Committee and specified in the related Stock Option
Agreement.
B. Type of Option. Each Stock Option Agreement shall
specify the type of Option granted and evidenced thereby,
i.e., whether the Option is an Incentive Stock Option or a
Nonqualified Stock Option.
C. Date of Grant; Exercise Period. The date of grant of
any Option shall be the date on which the Committee shall
award the Option (or the earlier date, if applicable, that
the Board specifically approves such grant) if an immediate
grant of such Option is contemplated, or the date
contemplated as the date of grant if the Committee imposes a
condition on the granting of such Option. Options granted
under the Plan
<PAGE> A-5
shall be for such periods as may be
determined by the Committee and set forth in the related
Stock Option Agreements, subject to the provisions of
Section 9 hereof regarding early termination upon the
occurrence of certain events and subject to the further
provisions of this paragraph 7.(c). The exercise period of
an Incentive Stock Option shall not exceed ten (10) years
from the date of grant of such Option.
D. Vesting of Options. Subject to the further
provisions of this paragraph regarding Incentive Stock
Options and unless otherwise recommended to the Committee by
the Board, all Options shall become exercisable upon the
first anniversary of the Date of Grant to the extent of
Twenty Percent (20%) of the total shares covered by the
Option with an additional Twenty Percent (20%) of the total
shares covered by the Option becoming exercisable on each
succeeding anniversary. This right of exercise shall be
cumulative and shall be exercisable in whole or in part.
E. Option Price. The Option Price per share of the
Common Stock subject to an Option granted under the Plan
shall be determined by the Committee at the time the Option
is granted, and shall be subject to the following
conditions:
1. Nonqualified Stock Options - The Option
Price per share of Common Stock subject to a
Nonqualified Stock Option may be less than the
Fair Market Value per share of the Common Stock on
the date of grant, but shall not be less than the
par value per share of Common Stock.
2. Incentive Stock Options - The Option Price
per share of Common Stock subject to an Incentive
Stock Option shall not be less than the greater of
(a) 100% of the Fair Market Value per share of the
Common Stock on the date of grant, or (b) the par
value per share of the Common Stock.
Section VIII. Method of Exercise; Payment of Option Price
A. Method of Exercise. An Option may be exercised as
to any or all full shares of Common Stock as to which the
Option has become exercisable in accordance with the terms
of the related Stock Option Agreement and the provisions of
this Plan by delivering to the Company written notice of
such exercise in the manner hereinafter specified in Section
17, provided, however, that an Option may not be exercised
at any one time as to less than 1,000 shares (or such number
of shares as to which the Option is then exercisable if such
number of shares is less than 1,000 shares). Such written
notice shall specify the number of shares of Common Stock
with respect to which the Option is being exercised and
shall be accompanied by payment in full of the Option Price
for such shares. The date of exercise of an Option or
portion thereof shall be the date of receipt by the Company
of such written notice as determined in accordance with the
provisions of Section 17 of the Plan.
<PAGE> A-6
B. Payment of Option Price. Payment for shares
purchased upon exercise of an Option may be made
1. in cash (including a check, bank draft or money
order), or
2. with the approval of the Committee, by
delivering to the Company shares of Common Stock
already owned by the Optionee ("Previously Held
Shares") having a Fair Market Value (determined as of
the day preceding the date on which the Option is
exercised) equal to the cash Option Price of the shares
of Common Stock as to which the Option is being
exercised, or
3. with the approval of the Committee, by a
combination of the methods described in (i) and (ii)
above, or
4. with the approval of the Committee, by any other
method or in any other form authorized by the Committee
and reflected in the related Stock Option Agreement or
in any written notice relative thereto as may be from
time to time delivered by the Committee to the
Optionee.
Section IX. Death, Disability or Other Termination of
Employment
A. Death. In the event an Optionee dies (i) while in
the employ of the Company or a Subsidiary or (ii) within
three (3) months of the termination of such employment
(other than termination for cause or voluntary termination
without the consent of the Company or the Subsidiary, as the
case may be), his Option may be exercised, solely to the
extent that the Optionee was entitled to exercise the Option
at the date of his death or, if earlier, the date of his
termination, by the person or persons to whom such
Optionee's rights under the Option shall pass by will or the
laws of descent and distribution, at any time or from time
to time within one (1) year after the date of Optionee's
death or prior to the expiration of the period for which the
Option was granted, whichever is the shorter period.
B. Disability. In the event an Optionee's employment
by the Company or a Subsidiary is terminated because of the
Optionee's permanent disability, the Optionee may exercise
his Option, solely to the extent that he was entitled to do
so at the date of termination of his employment, at any time
or from time to time within one (1) year after the date of
such termination of employment or prior to the expiration of
the period for which the Option was granted, whichever is
the shorter period.
C. Other Termination of Employment. In the event the
Optionee's employment by the Company or a Subsidiary is
terminated other than by death or permanent disability as
provided by paragraphs (a) and (b), respectively, of this
Section 9 and other than for cause or by the voluntary
action of the Optionee without the consent of the Company or
<PAGE> A-7
Subsidiary employing the Optionee, the Optionee may exercise
his Option, solely to the extent that he was entitled to do
so at the date of termination of his employment, at any time
or from time to time within ninety (90) days after the date
of such termination of employment or prior to the expiration
of the period for which the Option was granted, whichever is
the shorter period. In the event the Optionee's employment
by the Company or a Subsidiary is terminated for cause or by
the voluntary action of the Optionee without the consent of
the Company or Subsidiary employing the Optionee, his Option
shall terminate at the date of termination of his
employment.
D. Failure to Exercise. To the extent an Option or any
portion thereof is not exercised within the limited period
provided in paragraphs (a), (b) or (c) of this Section 9,
whichever is applicable, all rights pursuant to such Option
will cease and terminate at the expiration of such period.
E. Matters Relating to Termination of Employment. The
Committee in its absolute discretion shall determine the
effect of all matters and questions relating to the
termination of employment of an Optionee, including, but not
limited to, questions as to whether a termination of
employment resulted from permanent disability or was
voluntary or involuntary on the part of the Optionee and
questions of whether particular leaves of absence constitute
terminations employment.
Section X. Modification, Extension and Renewal of Options.
Subject to the terms and conditions and within the limitations of
the Plan, the Committee in its discretion may modify, extend, or
renew outstanding Options granted under the Plan, or accept the
surrender of outstanding Options (to the extent not theretofore
exercised) and authorize the granting of new Options hereunder in
substitution therefor. Notwithstanding the foregoing, however,
no modification (other than adjustments as provided by Section 12
hereof) of an Option shall, without the consent of the Optionee,
alter or impair any rights or obligations under any Option
theretofore granted to such Optionee.
If the terms of an Incentive Stock Option are "modified,
extended or renewed" within the meaning of Section 424(h) of the
Code and interpretations thereunder, such modification, extension
or renewal shall be considered the granting of a new Incentive
Stock Option.
Section XI. Withholding Taxes. The Company shall be
entitled to require, as a condition to its delivery of shares of
Common Stock upon the exercise of an Option that the Optionee pay
to the Company an amount sufficient to satisfy all present or
estimated future federal, state and local withholding tax
requirements related thereto.
Subject to the further provisions of this Section 11 and to
the disapproval of the Committee, an Optionee may elect to
satisfy applicable withholding tax liabilities by 1. having the
Company withhold from the shares of Common Stock otherwise
issuable to the Optionee upon his exercise of an Option that
number of shares of
<PAGE> A-8
Common Stock having a Fair Market Value on
the day preceding the date of such exercise sufficient to satisfy
the amount of such tax liabilities or 2. delivering to the
Company that number of Previously Held Shares having a Fair
Market Value on the day preceding the date of such exercise
sufficient to satisfy the amount of such tax liabilities. Any
such election will be irrevocable and must be made prior to the
date the Option exercise becomes taxable. In addition, if the
Optionee is a director or an officer of the Company within the
meaning of Section 16(b) of the 1934 Act, such election may not
be made within six months of the grant of the Option (except that
this limitation will not apply in the event of the death or
disability of the Optionee prior to the expiration of the six-
month period), and such election shall be made either in the ten-
day "window period" following the release of the Company's
quarterly or annual summary earnings statement as provided by
Rule 16b-3(e)(iii) under the 1934 Act, or at least six months
prior to the date the Option exercise becomes taxable.
The Company intends that this Section 11 shall comply with
the requirements of Rule 16b-3 under the 1934 Act, as the same
may be interpreted or amended from time to time during the term
of the Plan. Should any provision of this Section 11 not be
necessary to comply with the requirements of the Rule or should
any additional provisions be necessary for this Section 11 to so
comply, the Committee may amend the Plan to add to or modify the
provisions of the Plan accordingly.
Section XII. Adjustments Upon Changes in Capitalization.
The total number and character of shares available for Options
under the Plan, the number and character of shares subject to
outstanding Options and the Option Price shall be appropriately
adjusted by the Committee in the event of any change in the
number or character of outstanding shares of Common Stock
resulting from a stock dividend, subdivision or combination of
shares, or reclassification. In the event of a merger or
consolidation of the Company or a tender offer for shares of
Common Stock, the Committee may make such adjustments with
respect to Options under the Plan and take such other actions as
it deems necessary or appropriate to reflect, or in anticipation
of, such merger, consolidation or tender offer, including,
without limitation, the substitution of new Options, the
termination or adjustment of outstanding Options, the
acceleration of Options, or the removal of limitations or
restrictions on outstanding Options.
Section XIII. Nontransferability. No Option granted under
the Plan shall be transferable by an Optionee otherwise then by
will or by the laws of descent and distribution, and an Option
may be exercised, during the lifetime of the Optionee, only by
the Optionee.
Section XIV. No Right to Continued Employment. Nothing
in this Plan or in any Option granted hereunder shall confer upon
an Optionee any right to continue in the employ of the Company or
a Subsidiary nor interfere or affect in any way the right of the
Company or a Subsidiary to terminate an Optionee's employment at
any time for any reason.
Section XV. Rights as a Shareholder. An Optionee shall have
<PAGE> A-9
no rights as a shareholder with respect to any shares of Common
Stock subject to his Option until the date of issuance to him of
a stock certificate or certificates for such shares. No
adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior
to the date such stock certificate is issued, except as provided
in Section 12 hereof.
Section XVI. Compliance with Law and Other Conditions.
The obligation of the Company to issue or deliver shares of
Common Stock upon the exercise of Options shall be subject to all
applicable laws, regulations, rules and approvals of applicable
governmental and regulatory authorities. Notwithstanding any
other provisions of this Plan or any Stock Option Agreements, the
Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock purchased upon the
exercise of an Option prior to the fulfillment of the following
conditions:
A. The listing, or approval for listing upon notice of
issuance, of such shares on any securities exchange on which
the Common Stock is then listed;
B. The registration or other qualification of such
shares under any state or federal securities law or
regulation which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable; and
C. The obtaining of any other consent, approval,
permit or other clearance from any state or federal
governmental or regulatory agency which the Committee shall,
in its absolute discretion upon the advice of counsel,
determine to be necessary or advisable.
With respect to Options granted to any Optionee who is an
officer of the Company or is otherwise subject to Section 16 of
the 1934 Act, the Committee may, in its absolute discretion at
the time of the granting of an Option or the exercise thereof,
make such provisions as may be necessary to assure compliance
with Rule 16b-3 under the 1934 Act.
Section XVII. Notices. Whenever any notice is required or
permitted to be given under the Plan or any Stock Option
Agreement, such notice must be in writing and personally
delivered or sent by courier or by mail. Any such notice shall
be deemed effectively given or delivered upon personal deliver or
twenty-four hours after delivery to a courier service which
guarantees overnight delivery or five (5) days after deposit with
the U.S. Post Office, by registered or certified mail, return
receipt requested, postage prepaid, addressed to the person who
is to receive such notice at the address which such person has
theretofore specified by written notice delivered in accordance
herewith. The Company or an Optionee may change, at any time and
from time to time, by written notice to the other, the address
which it or he had theretofore specified for receiving notices.
Until changed in accordance herewith, the Company and each
Optionee shall specify as its or his address for receiving
notices the address set forth in the Stock Option Agreement
pertaining to the shares of Common Stock to which such notice
relates.
<PAGE> A-10
Section XVIII. Amendment, Suspension or Termination of the
Plan. The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to
time by the Board or the Committee; provided, however, that
except as expressly authorized by the Plan, the Board shall not,
without the approval of the holders of a majority of the
outstanding shares of the Company's stock entitled to vote
thereon, effect any change to the Plan if such change would cause
the Plan to cease to satisfy any applicable conditions of Rule
16b-3.
Further, no such amendment, suspension or termination, other than
adjustments for changes in capitalization as provided in
Section 12 hereof, shall adversely affect or impair any
outstanding Option without the written consent of the Optionee
affected thereby.
Section XIX. Effective Date; Duration.
A. Effective Date. The Plan shall become effective
upon the date of its adoption by the Board provided that,
within twelve months after the date the Plan is adopted by
the Board, the Plan is approved and adopted by the holders
of a majority of the outstanding shares of stock of the
Company entitled to vote thereon. If the Plan shall not be
subsequently approved and adopted by the shareholders of the
Company as specified herein, the Plan and all Options
granted hereunder shall be null and void and any obligation
pursuant to the subsequent exercise of any Option previously
granted shall not be binding upon the Company. To the
extent an Optionee has already purchased and paid for any
shares received under the Plan, the Optionee may retain the
ownership of said shares; however, the prior exercise of
said Option shall not constitute the exercise of an
Incentive Stock Option.
B. Duration. Unless earlier terminated by the Board
or the Committee pursuant to the provisions of the Plan, the
Plan shall terminate on the tenth anniversary of its
effective date as hereinbefore specified. No Options shall
be granted under the Plan after such termination date.
<PAGE>
CITICASTERS INC.
PROXY The undersigned hereby appoints Gregory C. Thomas
FOR and Samuel J. Simon or either of them, proxies of
ANNUAL the undersigned, each with the power of
MEETING substitution, to vote all shares of Common Stock
which the undersigned would be entitled to vote at
the Annual Meeting of Shareholders of Citicasters
Inc. to be held July 28, 1994, at 10:00 a.m.,
Eastern Time, as specified below on the matters
described in the Company's Proxy Statement and IN
THEIR DISCRETION WITH RESPECT TO SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
FOLLOWING PROPOSALS:
1. Proposal to elect the three nominees listed
below:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Carl H. Lindner, John P. Zanotti and Theodore H.
Emmerich.
(Instruction: To withhold authority to vote for
any individual nominee(s) write that nominee's
name in the space provided below.)
--------------------------------------------------
2. Proposal to approve the Citicasters Inc. 1993
Stock Option Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before the meeting or any adjournment
thereof.
Date: _________________________________
_________________________________
_________________________________
(Important: Please sign exactly
as name appears hereon
indicating, where proper,
official position or
representative capacity. In the
case of joint holders, all should
sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
