<PAGE> 1
*****************************************************************************
* *
* As filed with the Securities and Exchange Commission on August 9, 1994 *
*****************************************************************************
Registration No. 33-53123
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
--------
CITICASTERS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER)
FLORIDA 4833 59-2054850
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 562-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SAMUEL J. SIMON
General Counsel and Secretary
Citicasters Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2542
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------
WITH COPIES TO:
PAUL V. MUETHING, ESQ.
KEATING, MUETHING & KLEKAMP
1800 PROVIDENT TOWER
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 579-6400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
--------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
--------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
--------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
===============================================================================
<PAGE> 2
<TABLE>
GREAT AMERICAN COMMUNICATIONS COMPANY
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
<CAPTION>
Form S-4 Item Number and Heading Prospectus Caption or Location
-------------------------------- ------------------------------
<S> <C> <C>
A. Information About the Transaction
1. Forepart of the Registration Statement and Outside Front Cover Outside Front Cover Page
Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front Cover Page; Available Information;
Incorporation of Certain Documents by Reference
3. Risk Factors, Ratio of Earnings to Fixed Charges, and Other Prospectus Summary; Selected Financial Data; Risk
Information Factors
4. Terms of the Transaction Prospectus Summary; Use of Proceeds; The Exchange
Offer; Certain Federal Income Tax Considerations;
Description of Series B Notes
5. Pro Forma Financial Information Not Applicable
6. Material Contacts with the Company Being Acquired Not Applicable
7. Additional Information Required for Reoffering Persons and Not Applicable
Parties Deemed to be Underwriters
8. Interests of Named Experts and Counsel Legal Matters; Experts
9. Disclosure of Commission Position on Indemnification for Not Applicable
Securities Act Liabilities
B. Information About the Registrants
10. Information With Respect to S-3 Registrants Available Information; Incorporation of Certain
Documents by Reference; Prospectus Summary;
Selected Financial Data
11. Incorporation of Certain Information by Reference Available Information; Incorporation of Certain
Documents By Reference
12. Information With Respect to S-2 or S-3 Registrants Not Applicable
13. Incorporation of Certain Information by Reference Not Applicable
14. Information With Respect to Registrants Other Than S-3 or S-2 Not Applicable
Registrants
C. Information About the Company Being Acquired
15. Information With Respect to S-3 Companies Not Applicable
16. Information With Respect to S-2 or S-3 Companies Not Applicable
17. Information With Respect to Companies Other Than S-3 or S-2 Not Applicable
Companies
D. Voting and Management Information
18. Information if Proxies, Consents or Authorizations are to be Not Applicable
Solicited
19. Information if Proxies, Consents or Authorizations are not to Available Information; Incorporation of Certain
be Solicited, or in an Exchange Offer Documents By Reference
</TABLE>
<PAGE> 3
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. *
* A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY *
* NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN *
* WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. PROSPECTUS *
* *
* SUBJECT TO COMPLETION, DATED AUGUST ___, 1994 *
***************************************************************************
OFFER TO EXCHANGE ALL OUTSTANDING
9 3/4% SERIES A SENIOR SUBORDINATED
NOTES DUE 2004
FOR
9 3/4% SERIES B SENIOR SUBORDINATED
NOTES DUE 2004
OF
CITICASTERS INC.
(FORMERLY KNOWN AS GREAT AMERICAN COMMUNICATIONS COMPANY)
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON SEPTEMBER ___, 1994, UNLESS EXTENDED.
____________________
Citicasters Inc., a Florida corporation ("Citicasters" or the "Company"),
hereby offers, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), to exchange up to $200,000,000 of 9 3/4%
Series B Senior Subordinated Notes Due 2004 (the "Series B Notes") of the
Company for a like principal amount of the issued and outstanding 9 3/4% Series
A Senior Subordinated Notes Due 2004 (the "Series A Notes" and, with the Series
B Notes, the "Notes") of the Company from the holders (the "Holders") thereof.
The terms of the Series B Notes are identical in all material respects to the
Series A Notes, except for certain transfer restrictions and registration
rights relating to the Series A Notes and except that, if the Exchange Offer is
not consummated by August 15, 1994, the Company will have to pay Holders of
Series A Notes $.05 per $1,000 principal amount of Series A Notes outstanding
for each week that the Exchange Offer is not consummated. See "The Exchange
Offer".
The Company and all of the holders of the outstanding Notes have agreed
that the Company will use a portion of the proceeds from the Station Sale (as
hereafter defined) to redeem $75 million principal amount of Notes at $976.75
per $1,000 principal amount. See "The Company--Proposed Sale of Television
Stations."
The Company has not issued, and has no current firm arrangements to issue,
any significant indebtedness that would be subordinate to the Series B Notes.
The Series B Notes also will be effectively subordinated to all of the
outstanding indebtedness of the Company's subsidiaries. As of August 1, 1994,
the amount of outstanding Senior Indebtedness to which the Notes are
subordinated was approximately $229.5 million.
The Series B Notes are being offered to satisfy obligations of the Company
contained in the Registration Rights Agreement dated as of February 18, 1994,
as amended, among the Company and the entities which initially purchased the
Series A Notes from the Company on February 18, 1994 (the "Registration Rights
Agreement"). Based on interpretations by the staff of the Securities and
Exchange Commission (the "Commission"), Series B Notes issued pursuant to the
Exchange Offer in exchange for Series A Notes may be offered for resale, resold
and otherwise transferred by Holders thereof (other than any such Holder which
is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act of 1933, (the "Securities Act")) without compliance with the
registration and prospectus delivery provisions of the Securities Act provided
that such Series B Notes are acquired in the ordinary course of such Holder's
business and such Holders have no arrangement with any person to participate in
the distribution of the Series B Notes.
The Company will not receive any proceeds from the Exchange Offer. The
Company will pay all the expenses incident to the Exchange Offer. Tenders of
Series A Notes pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date. If the Company terminates the Exchange Offer and
does not accept for exchange any Series A Notes, the Company will promptly
return such Series A Notes to the Holders thereof. See "The Exchange Offer".
Each broker-dealer that receives Series B Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Series B Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Series B Notes received in exchange for Series A Notes where
such Series A Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein),
it will make this Prospectus available to any broker-dealer for use in
connection with any such resale. See "The Exchange Offer--Requirements
Applicable to Broker-Dealers".
____________________
<PAGE> 4
Prior to this Exchange Offer, there has been no public market for the
Series A Notes. If a market for the Series B Notes should develop, the Series
B Notes could trade at a discount from their principal amount. The Company
does not intend to list the Series B Notes on any securities exchange or to
seek approval for quotation through any automated quotation system. There can
be no assurance that an active public market for the Series B Notes will
develop.
See "Risk Factors" for a description of certain risks to be considered by
Holders who tender their Series A Notes in the Exchange Offer.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August __, 1994
- 2 -
<PAGE> 5
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-4 (the
"Registration Statement") with the Commission under the Securities Act with
respect to the Series B Notes offered hereby. This Prospectus omits certain
information, exhibits and undertakings contained in the Registration Statement.
Such additional information, exhibits and undertakings can be inspected at and
obtained from the Commission in the manner set forth below. For further
information with respect to the securities offered hereby and the Company,
reference is made to the Registration Statement and the financial schedules,
and exhibits filed as a part thereof. Statements contained in this Prospectus
as to the terms of any contract or other document are not necessarily complete;
with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement. Reference is made to the exhibits for a
more complete description of the matter involved.
The Company is subject to the information reporting requirements of
the Securities Exchange Act of 1934, (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Commission.
Such reports and other information filed with the Commission, as well as the
Registration Statement, can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices located at Suite 1400, 500 West
Madison Avenue, Chicago, Illinois 60611, and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can also be obtained
by mail from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports filed after
December 31, 1993 can be inspected at the offices of the NASDAQ-NMS where the
Company's Class A Common Stock is traded at 1735 K Street, N.W., Washington,
D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-8283)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, as amended (the "Annual Report").
2. The Company's Current Report on Form 8-K dated February 18,
1994.
3. The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1994 and June 30, 1994 (the "Quarterly Reports").
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part of this Prospectus from the date of filing thereof. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM THE COMPANY AT THE ADDRESS AND PHONE NUMBER SET FORTH BELOW. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
____________ ___, 1994.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or verbal request of any
such person, a copy of any or all of the documents which have been incorporated
herein by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such documents should be directed to Citicasters Inc., One East
Fourth Street, Cincinnati, Ohio 45202, Attention: Secretary, Telephone (513)
579-2542.
- 2 -
<PAGE> 6
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION
(INCLUDING FINANCIAL INFORMATION AND THE NOTES THERETO) APPEARING ELSEWHERE IN
THIS PROSPECTUS. UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES IN THE
PROSPECTUS TO THE COMPANY OR CITICASTERS INC. INCLUDE THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES. PROSPECTIVE INVESTORS IN THE SERIES B NOTES OFFERED
HEREBY SHOULD CONSIDER, AMONG OTHER THINGS, THE MATTERS SET FORTH IN "RISK
FACTORS."
THE COMPANY
The Company is engaged primarily in the ownership and operation of
television and radio stations and derives substantially all of its revenue from
the sale of advertising time. Unless the context otherwise requires, all
references herein to the business and operations of the Company include the
business and operations of its subsidiaries and are not intended to imply exact
corporate relationships. The Company currently has two significant
subsidiaries, Citicasters Corp. ("Broadcasting") (formerly known as Great
American Broadcasting Company) and Citicasters Co. ("Operating") (formerly
known as Great American Television and Radio Company, Inc.). At August 1,
1994, the Company owned six network-affiliated television stations, eleven FM
radio stations and four AM radio stations.
On May 4, 1994, the Company entered into an Asset Purchase Agreement with
New World Communications Group Incorporated, a Delaware corporation ("New World
Communications"), under the terms of which the Company agreed to sell to New
World Communications its network- affiliated television stations located in
Birmingham, Alabama, Greensboro/High Point, North Carolina, Kansas City,
Missouri and Phoenix, Arizona (such transaction is hereinafter referred to as
the "Station Sale"). That Agreement as amended is hereafter referred to as the
"Asset Purchase Agreement." The Company expects to receive approximately $350
million in cash upon completion of this sale. See "The Company--Proposed Sale
of Television Stations".
The terms of Citicasters' existing bank credit facility (the "Existing Bank
Facility") currently require all excess proceeds from asset sales not
reinvested in additional broadcast properties to be used to reduce the balance
of the bank credit facility. The Company has reached an agreement in principle
with its bank lenders and the holders of all of the outstanding Series A Notes
under which the Company will pay off in full the existing bank credit facility
and redeem $75 million principal amount of the Notes at a redemption price of
$976.75 per $1,000 principal amount using the proceeds from the Station Sale.
Citicasters will also retire the approximately $17 million of 9 1/2% Notes due
1999 secured by the assets of the Greensboro/High Point television station from
such proceeds (the "WGHP Debt"). See "The Company--Proposed Sale of
Television Stations." The agents under the existing bank credit facility have
committed to provide the Company with a new $25 million revolving credit
facility to be used for working capital and general corporate purposes and an
additional new $125 million revolving credit facility to be used for
acquisitions. These facilities (hereafter referred to as the "New Bank Credit
Facility") will be established following the completion of that portion of the
Station Sale required to generate sufficient proceeds to pay off the Existing
Bank Facility and the WGHP Debt. Prior to the completion of the final
portion of the Station Sale, the Company may borrow under the New Bank Credit
Facility to redeem the $75 million of Notes and repay such borrowing with the
proceeds from the final portion of the Station Sale.
The Company plans in the near future to acquire additional radio stations
in order to avail itself of the considerable operating opportunities presented
by new radio duopoly rules which permit ownership of up to two AM and two FM
stations in markets in which Citicasters presently has radio operations.
- 3 -
<PAGE> 7
On June 8, 1994, the name of the Company was changed to Citicasters Inc.
from Great American Communications Company. The principal offices of the
Company are located at One East Fourth Street, Cincinnati, Ohio 45202 and its
telephone number is (513) 562-8000.
RESTRUCTURING/PREPACKAGED BANKRUPTCY
The term "Restructuring" as used herein means, collectively, the financial
restructuring of the Company and its subsidiaries pursuant to the Prepackaged
Plan (as defined below), the Senior Debt Restructuring (as defined below), the
Merger (as defined below) and the Common Stock Exchange (as defined below).
The Prepackaged Plan consisted of a separate chapter 11 plan of
reorganization for the Company and two corporations which were at the time
wholly owned subsidiaries of the Company, GACC Holding Company ("Holding") and
New GACC Holdings, Inc. (such entities are collectively referred to as the
"Debtors") which were filed in Bankruptcy Court in November, 1993. The
Prepackaged Plans were confirmed by the Bankruptcy Court on December 7, 1993
and consummated on December 28, 1993. The Senior Debt Restructuring consisted
of (i) the refinancing of the indebtedness incurred under the bank credit
facility provided to the operating subsidiaries of the Company and guaranteed
by the Debtors (the "Bank Credit Facility") to effect an extension of the
amortization thereof and certain other proposed changes to the Bank Credit
Facility, (ii) Operating obtaining a new loan in the amount of $17.5 million
secured by the assets of WGHP-TV, Greensboro/High Point, North Carolina (the
"New WGHP Loan"), and (iii) the exchange (the "13% Notes Exchange") of $111.5
million of 13% Senior Subordinated Notes due 2000 of Broadcasting for new 13%
Senior Subordinated Notes due 2001 (the "New 13% Notes") pursuant to the 13%
Notes Exchange Agreement (the "13% Notes Exchange Agreement"). The Merger
refers to the mergers of Holding and New GACC Holdings, Inc. into the Company.
The Common Stock Exchange means the one-for-three hundred exchange of Class A
Common Stock for the Company's Common Stock outstanding immediately prior to
the Effective Date of the Prepackaged Plan. The Senior Debt Restructuring, the
Merger and the Common Stock Exchange were consummated concurrently with the
consummation of the Prepackaged Plan.
In connection with the Prepackaged Plan, Citicasters exchanged
approximately $140 million principal amount of its outstanding 9 1/2% Senior
Secured Notes due 2000 ("9 1/2% Notes"); approximately $59 million in debt of
Citicasters and Holding; $1.1 million in principal amount of its Variable Rate
Convertible Subordinated Debentures; approximately $87 million principal amount
of debt of Citicasters and its subsidiaries held by AFC and AFC's chairman;
approximately $275 million liquidation value of Holding's preferred stock and
approximately 22.8 million shares of common stock held by AFC before the
Restructuring, for Class A Common Stock, Class B Common Stock, 14% Senior
Extendable Notes initially due June 30, 2001 (the "14% Notes") or combinations
of the foregoing. See "The Company--"Restructuring/Prepackaged Bankruptcy".
BACKGROUND OF EXCHANGE OFFER;
RECENT SECURITIES OFFERING AND RELATED MATTERS
On February 18, 1994, the Company sold $200,000,000 principal amount of
Series A Notes to certain funds and other accounts managed or advised by
Fidelity Management and Research Company (collectively, the "Series A
Purchasers") for an aggregate purchase price of $195,350,000. The Series A
Notes were issued with original issue discount of $23.25 per $1,000 of face
amount.
- 4 -
<PAGE> 8
The Company used approximately $113 million of the proceeds from the sale
of the Series A Notes to fund the prepayment of all of the outstanding 13%
Senior Subordinated Notes due 2001 (the "13% Notes") issued by Broadcasting and
approximately $79 million of the proceeds from the sale of Series A Notes to
redeem the 14% Notes. The 13% Notes and the 14% Notes had been issued in the
Restructuring.
The Series A Notes were sold pursuant to exemptions from the registration
requirements of the Securities Act and applicable state securities laws. The
Company structured the offering of the Series A Notes as a private placement to
raise funds on a more expeditious basis than would have been possible had the
initial sale been pursuant to an offering registered under the Securities Act.
The Series A Purchasers, as a condition to their purchase of the Series A
Notes, required the Company to enter into the Registration Rights Agreement
pursuant to which the Company agreed, among other things, to commence the
Exchange Offer promptly following the offering of the Series A Notes. The
Company has filed the Registration Statement of which this Prospectus is a part
pursuant to the Registration Rights Agreement. See "Description of Notes - -
Registration Rights."
<TABLE>
<CAPTION> SERIES B NOTES
<S> <C>
Notes Offered . . . . . . . .$200,000,000 principal amount of 9 3/4% Series B
Senior Subordinated Notes due 2004.
Maturity Date . . . . . . . .February 15, 2004
Interest Payment Dates . . .February 15 and August 15, commencing August 15,
1994.
Optional Redemptions . . . .The Series B Notes are redeemable at any time
on or after February 15, 1999 in whole or in
part, at the option of the Company at the
redemption prices set forth herein, plus accrued
and unpaid interest to the date of redemption.
See "Description of Notes."
</TABLE>
-5-
<PAGE> 9
In addition, at any time prior to December 31,
1996, the Company may, subject to certain
limitations, redeem up to 25% of the original
aggregate principal amount of the Series B Notes
with the net proceeds of one or more public
offerings of equity securities at 108.875% of par,
plus accrued and unpaid interest to the date of
redemption.
Prior to February 15, 1999, upon the
occurrence of a Change of Control (as defined
under "Description of Notes"), the Company may,
subject to certain limitations, make an offer to
each Holder to purchase Series B Notes at a
purchase price equal to the principal amount
thereof, plus accrued and unpaid interest thereon
to the date of purchase, plus the Applicable
Premium (as defined under "Description of Notes").
Prior to December 31, 1996, upon the occurrence
of an Asset Sale (as defined under "Description
of Notes") the Company may, subject to certain
limitations, make an offer to purchase Series B
Notes at redemption prices set forth herein. See
"Description of Notes."
Mandatory Purchase Offers
Change of Control . . . . Upon the occurrence of a Change of Control (as
defined under "Description of Notes"), the
Company will be required to make an offer to each
Holder to purchase all of such Holder's Series B
Notes at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid
interest thereon to the date of purchase.
Asset Sales . . . . . At any time that the aggregate amount of
Available Proceeds (as defined under "Description
of Notes") from an Asset Sale exceeds $15,000,000,
the Company shall, subject to certain limitations,
commence an offer to purchase the maximum
principal amount of Series B Notes that may be
purchased out of such Available Proceeds, at an
offer price in cash equal to 100% of the principal
amount thereof, plus accrued and unpaid interest
to the date of purchase.
- 6 -
<PAGE> 10
Original Issue Discount. . . The Series A Notes were issued on February 18,
1994 with an original issue discount ("Original
Issue Discount" or "OID") of $23.25 for $1,000
face amount of Series A Notes. Because the
Series B Notes will be treated as a continuation
of the Series A Notes for Federal income tax
purposes, the Series B Notes will be deemed to
have Original Issue Discount. Prospective Holders
of the Series B Notes should be aware that
accrued Original Issue Discount will be
includable, periodically, in a Holder's gross
income for federal income tax purposes prior to
redemption or other disposition of such Holder's
Series B Notes, whether or not such Series B
Notes are ultimately redeemed, sold (to the
Company or otherwise) or paid at maturity. See
"Certain Federal Income Tax Considerations."
Ranking . . . . . . . . . . .The Series B Notes are general unsecured
obligations of the Company and are subordinated
in right of payment to all existing debt of
subsidiaries and future Senior Indebtedness (as
defined under "Description of Notes") of the
Company. As of August 1, 1994, such outstanding
Senior Indebtedness was approximately $229.5
million.
The Company has no indebtedness ranking PARI
PASSU with the Series B Notes. The Company has
no undrawn lines of credit, and the only
indebtedness issued at a discount by the Company
that has not been fully accreted is represented
by the Notes.
Certain Covenants . . . . . .The indenture governing the Notes (the
"Indenture") restricts, among other things, (a)
the making of Restricted Payments (as defined
under "Description of Notes," (b) the incurrence
of additional Indebtedness of the Company and its
subsidiaries, (c) transactions with affiliates,
(d) the creation of liens, (e) the payment of
taxes and other claims, (f) the right of the
Company and its subsidiaries to enter into any
agreement which restricts their ability to make
upstream payments, and (g) the Company's ability
to consolidate or merge with or into, or to
transfer all or substantially all of its assets
to, another person. These restrictions are
subject to a number of important qualifications
and exceptions. See "Description of Notes."
- 7 -
<PAGE> 11
THE EXCHANGE OFFER
Securities Offered . . . . . . . . . Up to $200,000,000 principal amount of
9 3/4% Series B Senior Subordinated
Notes Due 2004. The terms of the Series
B Notes and the Series A Notes are
identical in all material respects,
except for certain transfer
restrictions, registration rights and
certain liquidated damage provisions
relating to the Series A Notes.
The Exchange Offer . . . . . . . . . The Series B Notes are being offered in
exchange for a like principal amount of
Series A Notes. The issuance of the
Series B Notes is intended to satisfy
obligations of the Company contained in
the Registration Rights Agreement. For
procedures for tendering, see "The
Exchange Offer".
Tenders, Expiration Date, Withdrawal . The Exchange Offer will expire at 5:00
P.M., Eastern Time, on September ___,
1994, or such later date and time to
which it is extended. The tender of
Series A Notes pursuant to the Exchange
Offer may be withdrawn at any time
before the Exchange Agent mails the
Series B Notes due pursuant to the
tender. Any Series A Notes not accepted
for exchange for any reason will be
returned without expense to the
tendering Holder thereof as promptly as
practicable after the expiration or
termination of the Exchange Offer.
Federal Income Tax Consequences . . . .The exchange pursuant to the Exchange
Offer will not result in any income,
gain or loss to the Holders or the
Company for any federal income tax
purposes. See "Certain Federal Income
Tax Considerations".
Use of Proceeds . . . . . . . . . . . .There will be no proceeds to the
Company from the exchange pursuant to
the Exchange Offer.
Exchange Agent . . . . . . . . . . . .Securities Transfer Company is serving
as Exchange Agent in connection with the
Exchange Offer.
RISK FACTORS
Prospective investors in the Series B Notes should consider
carefully all of the information set forth in this Prospectus and, in
particular, should evaluate the specific factors set forth under "Risk Factors"
for risks involved with an investment in the Series B Notes.
- 8 -
<PAGE> 12
<TABLE>
SUMMARY FINANCIAL DATA
The following table sets forth certain data (in millions) and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" contained in the Annual Report and the Quarterly Reports:
<CAPTION>
Reorga-
Pro nized
Forma Prede- Citic-
Six cessor asters
Predecessor (a) Reorga- Months Six Six
------------------------------------ nized Pro Ended Months Months
Citic- Forma June Ended Ended
asters 1993 30, June 30, June 30,
1989 1990 1991 1992 1993 1993 (b) 1994(b) 1993 1994
---- ---- ---- ---- ---- ---- --- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
- ----------------------------
Consolidated net revenues $ 200 $ 210 $ 202 $ 211 $ 205 N/A $120 $60 $ 99 $109
Operating income before
depreciation and amortiza-
tion (c) 74 74 61 64 68 N/A 34 18 31 40
Operating income (loss)
(d) 26 25 12 (642) 40 N/A 20 11 17 26
Earnings (loss) from
continuing operations (77) (58) (33) (613) (67) N/A 4 2 (30) 3
Net earnings (loss) (c) (103) (46) 84 (597) 341 N/A 4 2 (33) 3
Per share data - - - - - - $.17 - $ .30
Balance Sheet Data (g):
- ----------------------
Consolidated assets $1,921 $1,803 $1,475 $ 714 N/A $720 $407 $687 $716
Consolidated long-term
debt 1,191 1,135 693 635 N/A 433 124 624 427
Minority interest,
preferred stock of sub-
sidiary 251 251 251 275 N/A - - 275 -
Shareholders' equity
(deficit) 178 133 258 (339) N/A 139 193 (372) 142
</TABLE>
- 9 -
<PAGE> 13
N/A - Not Applicable
(a) For purposes of this table, the term "Predecessor" refers to Citicasters
prior to its emergence from chapter 11 bankruptcy in December, 1993.
(b) This information gives effect to the proposed sale of four television
stations and the Restructuring as if such transactions had occurred as of
January 1, 1993. For additional pro forma information regarding these
transactions, see the Annual Report and the Quarterly Reports.
(c) Citicasters' management believes that operating income before depreciation
and amortization is helpful in understanding cash flow generated from its
broadcasting stations that is available for debt service, capital
expenditures and taxes, and in comparing operating performance of
Citicasters' broadcast stations to other broadcast stations. Operating
income before depreciation and amortization should not be considered an
alternative to net income as an indicator of Citicasters' overall
performance.
(d) Citicasters reduced the recorded amount of its intangible assets as of
December 31, 1992 by $658.3 million to reflect the carrying value of its
broadcasting assets at estimated current market values at that time.
(e) Net earnings for the year ended December 31, 1993 includes, as an
extraordinary item, a one-time gain of $414.5 million relating to debt
discharged in the Restructuring.
(f) Per share data are not presented for the Predecessor due to the general
lack of comparability as a result of the Restructuring.
(g) Balance sheet data at December 31, 1993 reflects the adoption of
fresh-start reporting. The application and effects of fresh-start
reporting isdiscussed in more detail in Note B to Citicasters' Financial
Statements.
As a result of Citicasters' emergence from bankruptcy and its adoption of
fresh-start reporting as of December 31, 1993, Citicasters' Balance Sheet at
and after December 31, 1993 and its Statements of Operations for periods after
December 31, 1993 will not be comparable to the Financial Statements for prior
periods. See Notes to Financial Statements.
- 10 -
<PAGE> 14
RISK FACTORS
In addition to the other information in this Prospectus, prospective
investors should consider carefully the following factors before acquiring the
Series B Notes offered hereby.
REDEMPTION OF NOTES
The Company and all of the holders of the outstanding Notes have
agreed that the Company will either use a portion of the proceeds from the
Station Sale or utilize the New Bank Credit Facility to redeem $75 million
principal amount of Notes at $976.75 per $1,000 principal amount. See "The
Company--Proposed Sale of Television Stations."
LEVERAGE OF THE COMPANY
Although completion of the Restructuring reduced the Company's
aggregate outstanding debt obligations, the Company continued to be highly
leveraged after the Restructuring. As a result of the Restructuring, the
Company's indebtedness and preferred stock obligations were reduced from $910
million to $433 million.
If the Station Sale is completed as proposed and the proceeds are
used as described herein, the Company's long term indebtedness will be reduced
from $431.6 million to $125.0 million.
Even if the Station Sale is not completed on the terms established,
Management believes that the Company has sufficient operating cash flow to pay
interest and scheduled amortization on all of its outstanding indebtedness and
fund anticipated capital expenditures through September 1998. In that event,
the Company will need to refinance the anticipated $114 million amortization of
principal on the Bank Credit Facility due in December 1998. The ability of the
Company to satisfy its obligations under the Bank Credit Facility and to the
Holders of the Notes will be primarily dependent upon the future financial and
operating performance of the Company and its ability to renew or refinance its
borrowings or to raise additional equity capital. Each of these alternatives
will be dependent upon financial, business and other general economic factors
affecting the Company and the broadcasting business in particular, many of
which will be beyond the control of the Company. The Company's financial
leverage could make it vulnerable to a downturn in its broadcasting operations
or a downturn in general economic activity. If the Company is unable to
generate sufficient cash flow to meet its debt service obligations, it will
have to adopt one or more alternatives, such as reducing or delaying capital
expenditures, refinancing debt or selling assets. There can be no assurance
that any such alternatives could be effected on satisfactory terms.
CHANGE OF CONTROL
If a Change of Control shall occur regarding the Company, Holders of
the Notes have the right to require the Company to repurchase all or any part
of such Holder's Notes at a purchase price in cash equal to 101% of the
aggregate principal amount, plus accrued interest. However, the Bank Credit
Agreements prohibit the Company from repurchasing any Notes following a Change
of Control prior to repayment in full of the Senior Bank Debt. American
Financial Corporation ("AFC") controls approximately 43% of the Company's
Common Stock. See "The Company."
CREDIT AGREEMENT RESTRICTIONS
The Indenture and the Bank Credit Agreements contain restrictions on
the Company's operations. Such restrictions include, among other things,
limitations on the ability of the Company and its subsidiaries to incur
additional indebtedness, to create, incur or permit the existence of certain
liens, to make certain investments, to make capital expenditures above certain
levels, to make certain sales of assets, to make certain payments with respect
to their outstanding stock, to give certain guarantees, to effect certain
fundamental changes, and to enter into certain types of transactions. These
restrictions limit the Company's financial and operating flexibility.
- 11 -
<PAGE> 15
In addition, the Indenture and the Bank Credit Facility require the
Company's subsidiaries to achieve and maintain certain financial ratios and
severely limit such subsidiaries' ability to make distributions to the Company.
There can be no assurance that the Company and its subsidiaries will be able to
achieve and maintain compliance with these prescribed financial ratio tests or
other requirements under these agreements. Failure to achieve or maintain
compliance with such financial ratio tests or other requirements under these
agreements would result in a default and could lead to the acceleration of the
obligations due under the Bank Credit Facility or the obligations of the
Company under the Notes, which, in turn, could permit the acceleration of other
indebtedness. The acceleration of any such indebtedness would result in such
indebtedness becoming immediately due and payable and could result in the
Company having to commence a nonprepackaged bankruptcy case.
The Company expects that the New Bank Credit Facility will contain
similar but less burdensome provisions.
HOLDING COMPANY STRUCTURE
The operations of the Company are conducted through its operating
subsidiary, Operating. The ability of the Company to service its indebtedness
is dependent upon the receipt of funds from Broadcasting and Operating by way
of dividends, loans and other distributions. Restrictions in Operating's debt
agreements including the Existing Bank Facility limit the amount of
distributions Operating may make to Citicasters. All such distributions would
be prohibited if Citicasters or its subsidiaries were not in compliance with
these agreements. At December 31, 1993 and August 1, 1994, Citicasters and its
subsidiaries were in compliance with such agreements and sufficient funds were
available to meet Citicasters' administrative and debt service expenditures.
The Notes are unsecured and not guaranteed by any subsidiary.
Therefore, the rights of the Company and its creditors to realize upon the
assets of any subsidiary upon the latter's liquidation or reorganization will
be subject to the liabilities and obligations of the such subsidiaries,
including borrowings by subsidiaries under the Existing Bank Facility.
BUSINESS AND COMPETITION
Broadcast stations compete for audience with other forms of home
entertainment, such as cable television, pay television systems of various
types and home video and audio recordings. These competing services, which
have the potential of providing improved signal reception or increased home
entertainment selection, have experienced rapid growth in recent years. The
major competing television services today are provided by a large number of
advertiser-supported and pay cable television networks. Cable subscribership
is presently slightly under 60% of television households in the United States,
and is not expected to grow beyond 65% within the next several years. There
are other related forms of home entertainment which, with continued
technological advances or regulatory changes, can be expected to become
increasingly competitive with the Company's broadcast properties. In addition,
statutory or regulatory changes may affect the competition faced by the
Company. For example, the Federal Communications Commission ("FCC") now
permits telephone companies to deliver video services to homes in the
companies' telephone service areas, but only on a common carrier basis.
Telephone companies continue to seek authority from the FCC and from Congress
to become cable operators and thereby to compete directly with presently
existing cable systems. Any or all of these developments could have an adverse
effect on the Company's competitive position.
CONSEQUENCES OF FAILURE TO EXCHANGE
Holders of Series A Notes who do not exchange their Series A Notes
for Series B Notes pursuant to the Exchange Offer will continue to be subject
to the restrictions on transfer of such Series A Notes as set forth in the
legend thereon as a consequence of the issuance of the Series A Notes pursuant
to exemptions from the registration requirements of the Securities Act and
applicable state securities laws. The Company does not intend to register the
Series A Notes under the Securities Act and is under no obligation to the
Holders of Series A Notes to so register.
- 12 -
<PAGE> 16
TRANSFERABILITY OF SERIES B NOTES
Based on interpretations by the Staff of the Commission, Series B
Notes issued pursuant to the Exchange Offer may be offered for resale, resold
or otherwise transferred by Holders thereof (other than any such Holder which
is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act) without compliance with the registration and prospectus
delivery provisions of the Securities Act provided that such Series B Notes are
acquired in the ordinary course of such Holder's business and such Holder has
no arrangement with any person to participate in the distribution of such
Series B Notes. Any person using the Exchange Offer to participate in a
distribution of the Series A Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction. However, to comply with the securities law of
certain jurisdictions, if applicable, the Series B Notes may not be offered or
sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is available
and complied with.
LACK OF A PUBLIC MARKET FOR THE NOTES
The Series B Notes are being offered exclusively in exchange for
Series A Notes. The Series A Notes were issued on February 18, 1994 to a small
number of institutional investors. The Series B Notes are new securities for
which there currently is no market. The Company does not intend to list the
Series B Notes on any securities exchange or to seek approval for quotation
through any automated quotation system, and the Company is under no obligation
to so list or seek such approval for quotation. Accordingly, there can be no
assurance as to the development or liquidity of any trading market for the
Series B Notes.
- 13 -
<PAGE> 17
THE COMPANY
The Company is engaged primarily in the ownership and operation of
television and radio stations and derives substantially all of its revenue from
the sale of advertising time. Unless the context otherwise requires, all
references herein to the business and operations of the Company include the
business the operations of its subsidiaries and are not intended to imply exact
corporate relationships. The Company currently has two significant
subsidiaries, Broadcasting and Operating. At August 1, 1994, the Company owned
six network-affiliated television stations, eleven FM radio stations and four
AM radio stations. All of such stations were operated by the Company on such
date except WRIF, an FM radio station in Detroit and KBPI, an FM radio station
in Denver, the sales of which are pending FCC approval. In addition, the
Company has an agreement pending to acquire WWNK, an FM radio station in
Cincinnati. This transaction is contingent upon the receipt of FCC approval.
The Company is currently operating WWNK.
On May 4, 1994, the Company entered into the Asset Purchase Agreement with
New World Communications providing for the Station Sale. The Company expects
to receive approximately $350 million in cash and to report a gain of
approximately $50 million upon completion of this sale.
The terms of Citicasters' Existing Bank Facility currently require
all excess proceeds from asset sales not reinvested in additional broadcast
properties to be used to reduce the balance of the bank credit facility. The
Company has reached an agreement in principle with its bank lenders and the
holders of all of the outstanding Series A Notes under which the Company will
pay off in full the existing bank credit facility and redeem $75 million
principal amount of the Notes at a redemption price of $976.75 per $1,000
principal amount using the proceeds from the Station Sale. Citicasters will
also retire the WGHP Debt of approximately $17 million from such proceeds. See
"The Company--Proposed Sale of Television Stations." The agents under the
existing bank credit facility have committed to provide the Company with a new
$25 million revolving credit facility to be used for working capital and
general corporate purposes and a new $125 million revolving credit facility to
be used for acquisitions. The facilities (hereinafter referred to as the "New
Bank Credit Facility ") will be established following the completion of that
portion of the Station Sale required to generate sufficient proceeds to pay off
the Existing Bank Facility and the WGHP Debt. Prior to the completion
of the final portion of the Station Sale, the Company may borrow under the New
Bank Credit Facility to redeem the $75 million of Notes and repay such
borrowing with the proceeds of the final portion of the Station Sale.
The Company plans in the near future to acquire additional radio stations
in order to avail itself of the considerable operating opportunities presented
by new radio duopoly rules which permit ownership of up to two AM and two FM
stations in markets in which Citicasters presently has radio operations.
As of August 1, 1994, the Company had 10,153,672 shares of Class A Common
Stock and 1,163,524 shares of Class B Common Stock outstanding. On July 1,
1994, American Financial Enterprises, Inc., a Connecticut corporation ("AFEI"),
purchased all of the 1,163,524 shares of Class B Common Stock from Lion
Advisors, L.P. American Financial Corporation ("AFC"), the beneficial owner of
83% of AFEI's Common Stock and Carl H. Lindner, the Chairman of the Board of
both AFC and AFEI, already owned 32.5% of the Company's outstanding Common
Stock. Including the shares purchased by AFEI from Lion Advisors, L.P., AFC,
Carl H. Lindner and AFEI beneficially own approximately 42.8% of the Company's
Common Stock.
As of August 1, 1994, certain funds and accounts managed or advised by
Fidelity Management and Research Company or Fidelity Management Trust Company
(collectively, "Fidelity") held 1,621,071 shares of the Company's Common Stock.
Neither the Company nor Fidelity consider any of such funds or accounts,
individually or collectively, to be affiliates of the Company.
- 14 -
<PAGE> 18
On June 8, 1994, the name of the Company was changed to Citicasters Inc.
from Great American Communications Company. The principal offices of the
Company are located at One East Fourth Street, Cincinnati, Ohio 45202 and its
telephone number is (513) 562-8000.
RESTRUCTURING/PREPACKAGED BANKRUPTCY
The term "Restructuring" as used herein means, collectively, the financial
restructuring of the Company and its subsidiaries pursuant to the Prepackaged
Plan (as defined below), the Senior Debt Restructuring (as defined below), the
Merger (as defined below) and the Common Stock Exchange (as defined below).
The Prepackaged Plan consisted of a separate chapter 11 plan of
reorganization for the Company and two corporations which were at the time
wholly owned subsidiaries of the Company, Holding and New GACC Holdings, Inc.
(such entities are collectively referred to as the "Debtors") which were filed
in Bankruptcy Court in November, 1993. The Prepackaged Plans were confirmed by
the Bankruptcy Court on December 7, 1993 and consummated on December 28, 1993.
The "Senior Debt Restructuring" consisted of (i) the refinancing of the
indebtedness incurred under the bank credit facility provided to the operating
subsidiaries of the Company and guaranteed by the Debtors (the "Bank Credit
Facility") to effect an extension of the amortization thereof and certain other
proposed changes to the Bank Credit Facility, (ii) Operating obtaining a new
loan in the amount of $17.5 million secured by the assets of WGHP-TV,
Greensboro/High Point, North Carolina (the "New WGHP Loan"), and (iii) the
exchange (the "13% Notes Exchange") of approximately $111.5 million of 13%
Senior Subordinated Notes due 2000 of Broadcasting for new 13% Senior
Subordinated Notes due 2001 (the "New 13% Notes") pursuant to the 13% Notes
Exchange Agreement (the "13% Notes Exchange Agreement"). The Merger refers to
the mergers of GACC Holding Company and New GACC Holdings, Inc. into the
Company. The Common Stock Exchange means the one-for-three hundred exchange of
Class A Common Stock for the Company's Common Stock outstanding immediately
prior to the Effective Date of the Prepackaged Plan. The Senior Debt
Restructuring, the Merger and the Common Stock Exchange were consummated
concurrently with the consummation of the Prepackaged Plan.
In connection with the Prepackaged Plan, approximately $140 million
principal amount of the Company's 9 1/2% Notes was exchanged for $65 million
principal amount of 14% Notes, including accrued interest from June 30, 1993
and shares of Class A and Class B Common Stock equal to 35% of the adjusted
common stock of the Company.
Holders of approximately $59 million principal amount of the debt of
Citicasters and Holding received either a combination of 14% Notes and Class A
Common Stock or solely Class A Common Stock in exchange for their debt
securities. These holders were issued shares of Class A Common Stock amounting
to approximately 29.3% of the common stock of the Company and $1.2 million
principal amount of the 14% Notes.
Holders of the Variable Rate Convertible Subordinated Debentures received
Class A Common Stock equal to 0.5% of the common stock of the Company.
Approximately $87 million principal amount of debt of Citicasters and its
subsidiaries owed to AFC or AFC's Chairman, approximately $275 million
liquidation value of Holding's Preferred Stock and approximately 22.8 million
shares of common stock held by AFC before the Restructuring were exchanged for
33.2% of the Class A Common Stock of Citicasters. In addition, AFC fulfilled a
commitment to contribute $7.5 million cash, for which it received approximately
$6.3 million principal amount of 14% Notes and 94,837 shares of Class A Common
Stock.
PROPOSED SALE OF TELEVISION STATIONS
On May 4, 1994, Operating entered into an Asset Purchase Agreement, as
amended on May 24, 1994, with New World Communications whereby the Company
agreed to sell to New World Communications television stations WBRC in
Birmingham, Alabama, WGHP in Greensboro/High Point, North Carolina, WDAF in
Kansas City, Missouri, and station KTSP in Phoenix, Arizona. The Company is to
receive $350 million in cash and a warrant (initially valued at $10
- 15 -
<PAGE> 19
million) to purchase 5,000,000 shares of Class A Common Stock of New World
Communications at $15 per share for five years in consideration for the
transfer of the operating assets of the stations. The terms of the warrant are
subject to adjustment in the event of the occurrence of contingencies specified
in either the warrant or the Asset Purchase Agreement.
The proposed sale is subject to normal contingencies and regulatory
approvals, including the approval of the Federal Communications Commission.
The Company intends to complete the sale of the stations as soon as possible
and may transfer the stations at separate closings if the conditions relating
to individual stations are satisfied at different times.
The terms of Citicasters' bank credit agreement currently require all
excess proceeds from asset sales not reinvested in additional broadcast
properties to be used to reduce the balance of the bank credit facility. The
Company has reached an agreement in principle with its bank lenders and the
holders of all of the outstanding Series A Notes under which the Company will
pay off in full the bank credit facility and redeem $75 million principal
amount of the Notes at a redemption price of $976.75 per $1,000 principal
amount using the proceeds from the Station Sale. Citicasters would also be
required to retire the WGHP Debt of approximately $17 million from such
proceeds. See "The Company--Proposed Sale of Television Stations." The
agents under the existing bank credit facility have committed to provide the
Company with a $25 million revolving credit facility to be used for working
capital and general corporate purposes and a $125 million revolving credit
facility to be used for acquisitions.
AMENDMENTS TO INDENTURE
The Company and the holders of all of the outstanding Series A Notes have
agreed to modify the terms of the Indenture as a result of the Station Sale and
the redemption of $75 million principal amount of Notes as described above.
These modifications are included in a Supplemental Indenture which will become
effective upon the completion of the Station Sale and the disposition of the
proceeds as described above. Certain terms used herein are defined under
"Description of Notes--Certain Definitions."
Within 15 days after the completion of the sale of those television
stations included in the Station Sale sufficient to guarantee net proceeds
(after payment of or provision for reasonable fees, expenses and taxes) of at
least $230 million, the Company will use a portion of the proceeds to redeem
$75 million principal amount of the Notes at a redemption price of $976.75 per
$1,000 principal amount, plus accrued and unpaid interest. The Company will
have no obligation to use the proceeds from any possible sale of its other
currently owned television stations to redeem additional Notes. The Company
has no present plans to sell either of its other currently owned television
stations. However, the proceeds from the sale of either of these stations may
be used by the Company (a) to temporarily or permanently reduce Senior
Indebtedness; (b) to make related Business Investments or Capital Expenditures
or to acquire one or more broadcasting stations; or (c) to make an Asset Sale
Payment (dividends on or repurchases of Common Stock) in accordance with the
terms of the Indenture.
All other Asset Sales, whether of existing assets (excluding all of the
Company's six presently owned television stations) or after- acquired assets
shall be subject to all of the terms and conditions of the Indenture relating
to Asset Sales except as modified below. The Company will be permitted to use
up to $40 million of the Excess Proceeds from the Station Sale to make Asset
Sale Payments. In addition, an amount equal to the lesser of 25% of the Excess
Proceeds or an aggregate of $40 million from the future sale of either of the
Company's other currently owned television stations would be available to the
Company to make Asset Sale Payments. For purposes of calculating the amounts
available to the Company to make Asset Sale Payments following any other Asset
Sale, the Company shall be deemed to have made Asset Sale Payments for the full
amount permitted in connection with the sale of all television stations and any
Excess Proceeds from such sales that have not been applied as described above
shall be deducted from the Company's assets in determining compliance with the
leverage test which must be satisfied to permit Asset Sale Payments.
- 16 -
<PAGE> 20
The provisions of the Indenture regarding certain optional redemptions of
Notes by the Company will also be modified to provide that after giving effect
to any such optional redemption at least $75 million (presently $100 million)
in principal amount of the Notes must remain outstanding.
The definition of Designated Senior Debt will be modified to mean up to
$150 million principal amount of Senior Indebtedness outstanding at any one
time. Such amount will be reduced by an amount equal to the Excess Proceeds
from any Asset Sale other than the sale of the Company's existing six
television stations to the extent that such proceeds are used by the Company to
make an Asset Sale Payment in accordance with the terms of the Indenture.
During the 360 day period following the Company's receipt of such Excess
Proceeds, the Company may use such Excess Proceeds to temporarily reduce
Designated Senior Debt. To the extent that the Company shall not have used or
committed to use any of such Excess Proceeds within such 360 day period in
accordance with the terms of the Indenture, the amount of Designated Senior
Debt will be deemed to be permanently reduced by the amount of such unused or
uncommitted Excess Proceeds.
The effectiveness of the Supplemental Indenture is conditioned upon the
repayment of all amounts outstanding under and the termination of the Existing
Bank Facility, the repayment of the WGHP Debt, the redemption of $75
million in principal amount of the Notes and the total principal amount of
Designated Senior Debt not exceeding $150 million.
COMMITMENT FOR NEW BANK FINANCING
The First Bank of Boston and Continental Bank, the agents under the
Company's existing bank credit facility, have agreed that they and certain
other banks will provide to the Company with the New Credit Bank Facility of
$150 million. This facility will be provided following the payoff and
termination of the Existing Bank Facility using the proceeds of the
Station Sale. The New Bank Credit Facility will include a senior secured three
year revolving credit facility of $25 million for general corporate and working
capital purposes and a $125 million senior secured seven year reducing
revolving credit facility to be used for the acquisition of broadcast
properties. The Company may also borrow under the New Bank Credit Facility to
redeem the $75 million of Notes prior to the sale of all of the stations under
the Station Sale and repay such borrowing with the proceeds from the final
portion of the Station Sale. The $25 million revolver will be due and payable
in full on December 31, 1997 and the acquisition facility will be available on
a revolving basis through December 31, 1997, at which time the revolving
commitment for such facility will reduce quarterly beginning on March 31, 1998
by an amount necessary to effect the year end balances shown below and will
mature in full on December 31, 2001:
December 31, 1998 - $95 million
December 31, 1999 - $65 million
December 31, 2000 - $35 million
December 31, 2001 - $ 0
The New Bank Credit Facility will contain customary provisions and
covenants similar to but less restrictive than those contained in the existing
bank facility.
USE OF PROCEEDS
There will be no proceeds to the Company pursuant to the Exchange Offer.
- 17 -
<PAGE> 21
THE EXCHANGE OFFER
GENERAL
The Company has not entered into any arrangement or understanding with any
person to distribute the Series B Notes. To the best of the Company's
information and belief, each person participating in the Exchange Offer is
acquiring the Series B Notes in its ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution
of the Series B Notes to be received in the Exchange Offer. The Company
acknowledges that any secondary resale transaction by a person using the
Exchange Offer to participate in a distribution of the Series B Notes must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction.
TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING SERIES A NOTES
Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal (which together constitute the
Exchange Offer), the Company will accept for exchange Series A Notes which are
properly tendered on or prior to the Expiration Date and not withdrawn as
permitted below. As used herein, the term "Expiration Date" means 5:00 p.m.,
Eastern Time, on September ___, 1994; PROVIDED, HOWEVER, that if the Company,
in its sole discretion, has extended the period of time for which the Exchange
Offer is open, the term "Expiration Date" means the latest time and date to
which the Exchange Offer is extended.
As of the date of this Prospectus, $200,000,000 aggregate principal amount
of the Series A Notes were outstanding. This Prospectus, together with the
Letter to Transmittal, is first being sent on or about August ___, 1994, to all
Holders of Series A Notes known to the Company. The Company's obligation to
accept Series A Notes for exchange pursuant to the Exchange Offer is subject to
certain conditions as set forth under "--Certain Conditions to the Exchange
Offer" below.
The Company expressly reserves the right, at any time or from time to time,
to extend the period of time during which the Exchange Offer is open, and
thereby delay acceptance for exchange of any Series A Notes, by giving oral or
written notice of such extension to the Holders thereof. During any such
extension, all Series A Notes previously tendered will remain subject to the
Exchange Offer and may be accepted for exchange by the Company. Any Series A
Notes not accepted for exchange for any reason will be returned without expense
to the tendering Holder thereof as promptly as practicable after the expiration
or termination of the Exchange Offer.
The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Series A Notes not theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified below under "--Certain Conditions to the Exchange
Offer." The Company will give oral or written notice of any extension,
amendment, non-acceptance or termination to the Holders of the Series A Notes
as promptly as practicable, such notice in the case of any extension to be
issued no later than 9:00 a.m., Eastern Time, on the next business day after
the previously scheduled Expiration Date.
PROCEDURES FOR TENDERING SERIES A NOTES
The tender to the Company of Series A Notes by a Holder thereof as set
forth below and the acceptance thereof by the Company will constitute a binding
agreement between the tendering Holder and the Company upon the terms and
subject to the conditions set forth in this Prospectus and in the accompanying
Letter of Transmittal. Except as set forth below, a Holder who wishes to
tender Series A Notes for exchange pursuant to the Exchange Offer must transmit
a properly completed and duly executed Letter of Transmittal, including all
other documents required by such Letter of Transmittal, to Securities Transfer
Company (the "Exchange Agent") at one of the addresses set forth below under
"Exchange Agent" on or prior to the Expiration Date. In addition, either (i)
certificates for such Series A Notes must be received by the Exchange Agent
along with the Letter of Transmittal, or (ii) a timely confirmation of a
book-entry
- 18 -
<PAGE> 22
transfer (a "Book-Entry Confirmation") of such Series A Notes, if such
procedure is available, into the Exchange Agent's account at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedure
for book-entry transfer described below, must be received by the Exchange Agent
prior to the Expiration Date, or (iii) the Holder must comply with the
guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF
SERIES A NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS
RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVER. NO LETTERS OF TRANSMITTAL OR SERIES A NOTES SHOULD BE SENT TO
THE COMPANY.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Series A Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered Holder of the Series
A Notes who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution (as defined below). In the event that
signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantees must be by a firm which
is a member of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office or correspondent in the United States
(collectively, "Eligible Institutions"). If Series A Notes are registered in
the name of a person other than a signer of the Letter of Transmittal, the
Series A Notes surrendered for exchange must be endorsed by, or be accompanied
by a written instrument or instruments of transfer or exchange, in satisfactory
form as determined by the Company in its sole discretion, duly executed by the
registered Holder with the signature thereon guaranteed by an Eligible
Institution.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Series A Notes tendered for exchange will be
determined by the Company in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right to reject any and
all tenders of any particular Series A Notes not properly tendered or to not
accept any particular Series A Notes which acceptance might, in the judgment of
the Company or its counsel, be unlawful. The Company also reserves the
absolute right to waive any defects or irregularities or conditions of the
Exchange Offer as to any particular Series A Notes either before or after the
Expiration Date (including the right to waive the ineligibility of any Holder
who seeks to tender Series A Notes in the Exchange Offer). The interpretation
of the terms and conditions of the Exchange Offer as to any particular Series A
Notes either before or after the Expiration Date (including the Letter of
Transmittal and the instructions thereto) by the Company shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Series A Notes for exchange must be cured within
such reasonable period of time as the Company shall determine. Neither the
Company, the Exchange Agent nor any other person shall be under any duty to
give notification of any defect or irregularity with respect to any tender of
Series A Notes for exchange, nor shall any of them incur any liability for
failure to give such notification.
If the Letter of Transmittal is signed by a person or persons other than
the registered Holder or Holders of Series A Notes, such Series A Note must be
endorsed or accompanied by appropriate powers of attorney, in either case
signed exactly as the name or names of the registered Holder or Holders that
appear on the Series A Notes.
If the Letter of Transmittal or any Series A Notes or powers of attorney
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, proper evidence satisfactory to the Company, to
their authority to so act must be submitted.
By tendering, each Holder will represent to the Company that, among other
things, the Series B Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such Series
B Notes, whether or not such person is the Holder, that neither the Holder nor
any such other person has an arrangement or understanding with any person to
participate in the distribution of such Series B Notes and that neither the
Holder nor any such other person is an "affiliate" (as defined under Rule 405
of the Securities Act) of the Company.
- 19 -
<PAGE> 23
Each broker-dealer that receives Series B Notes for its own account in
exchange for Series A Notes, where such Series A Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities must acknowledge that it will deliver a prospectus in connection
with any resale of such Series B Notes. See "The Exchange Offer."
ACCEPTANCE OF SERIES A NOTES FOR EXCHANGE; DELIVERY OF SERIES B NOTES
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
the Company will accept, promptly after the Expiration Date, all Series A Notes
properly tendered and will issue the Series B Notes promptly after acceptance
of the Series A Notes. See "--Certain Conditions to the Exchange Offer" below.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted properly tendered Series A Notes for exchange when, as and if the
Company has given oral or written notice thereof to the Exchange Agent.
For each Series A Note accepted for exchange, the Holder of such Series A
Note will receive a Series B Note having a principal amount equal to that of
the surrendered Series A Note. If the Exchange Offer is not consummated by
August 15, 1994, the Company shall pay each Holder $.05 per $1,000 outstanding
principal amount of Series A Notes per week. Such payments shall cease on the
date of consummation of the Exchange Offer. The Company shall deposit such
amounts with the Trustee or the paying agent under the Indenture, in trust, for
the benefit of the Holders on or prior to any Interest Payment Date (as defined
in the Indenture). Such amounts not previously paid, if any, shall be payable
on each such Interest Payment Date to record Holders of Notes entitled to
receive such liquidated damages.
In all cases, issuance of Series B Notes for Series A Notes that are
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of certificates for such Series A Notes or
a timely Book-Entry Confirmation of such Series A Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility, a properly completed and
duly executed Letter of Transmittal and all other required documents. If any
tendered Series A Notes are not accepted for any reason set forth in the terms
and conditions of the Exchange Offer or if Series A Notes are submitted for a
greater principal amount than the Holder desires to exchange, such unaccepted
or non-exchanged Series A Notes will be returned without expense to the
tendering Holder thereof (or, in the case of Series A Notes tendered by
book-entry transfer into the Exchange Agent's account at the Book-Entry
Transfer Facility pursuant to the book-entry transfer procedures described
below, such non-exchanged Series A Notes will be credited to an account for
such Holder maintained with such Book-Entry Transfer Facility) as promptly as
practicable after the expiration or termination of the Exchange Offer.
BOOK-ENTRY TRANSFER
The Exchange Agent will make a request to establish an account with respect
to the Series A Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of this Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility systems may make book-entry delivery of Series A Notes by causing the
Book-Entry Transfer Facility to transfer such Series A Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility in accordance with such
Book-Entry Transfer Facility's procedures for transfer. However, although
delivery of Series A Notes may be effected through book-entry transfer at the
Book-Entry Transfer Facility, the Letter of Transmittal or facsimile thereof,
with any required signature guarantees and any other required documents, must,
in any case, be transmitted to and received by the Exchange Agent at one of the
addresses set forth below under "Exchange Agent" on or prior to the Expiration
Date or the guaranteed delivery procedures described below must be complied
with.
GUARANTEED DELIVERY PROCEDURES
If a registered Holder of the Series A Notes desires to tender such Series
A Notes and the Series A Notes are not immediately available, or time will not
permit such Holder's Series A Notes or other required documents to reach the
Exchange Agent before the Expiration Date, or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if (i)
the tender is made through an Eligible Institution, (ii) prior to the
Expiration Date,
- 20 -
<PAGE> 24
the Exchange Agent received from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
telegram, telex, facsimile transmission, mail or hand delivery), setting forth
the name and address of the Holder of Series A Notes and the amount of Series A
Notes tendered, stating that the tender is being made thereby and guaranteeing
that within five New York Stock Exchange ("NYSE") trading days after the date
of execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Series A Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, and any other documents required
by the Letter of Transmittal will be deposited by the Eligible Institution with
the Exchange Agent, and (iii) the certificates for all physically tendered
Series A Notes, in proper form for transfer, or a Book-Entry Confirmation, as
the case may be, and all other documents required by the Letter of Transmittal,
are received by the Exchange Agent within five NYSE trading days after the date
of execution of the Notice of Guaranteed Delivery.
LIMITED WITHDRAWAL RIGHTS
Tenders of Series A Notes may be withdrawn at any time before the Exchange
Agent mails the Series B Notes due pursuant to the tender. Upon receipt of
tenders of Series A Notes, the Company will promptly accept validly tendered
Series A Notes for exchange and the Exchange Agent will mail the Series B Notes
due such Holder within Five (5) business days after acceptance by the Company.
A written notice of withdrawal by a Holder received by the Exchange Agent after
such Holder's Series B Notes have been mailed by the Exchange Agent shall have
no legal effect.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent at one of the addresses set forth below under
"Exchange Agent." Any such notice of withdrawal must specify the name of the
person having tendered the Series A Notes to be withdrawn, identify the Series
A Notes to be withdrawn (including the principal amount of such Series A
Notes), and (where certificates for Series A Notes have been transmitted)
specify the name in which such Series A Notes are registered, if different from
that of the withdrawing Holder. If certificates for Series A Notes have been
delivered or otherwise identified to the Exchange Agent, then, prior to the
release of such certificates the withdrawing Holder must also submit the serial
numbers of the particular certificates to be withdrawn and a signed notice of
withdrawal with signatures guaranteed by an Eligible Institution unless such
Holder is an Eligible Institution. If Series A Notes have been tendered
pursuant to the procedure for book-entry transfer described above, any notice
of withdrawal must specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Series A Notes and
otherwise comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Company, whose determination shall be final and binding on
all parties. Any Series A Notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Exchange Offer. Any Series A
Notes which have been tendered for exchange but which are not exchanged for any
reason will be returned to the Holder thereof without cost to such Holder (or,
in the case of Series A Notes tendered by book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry
transfer procedures described above, such Series A Notes will be credited to an
account maintained with such Book-Entry Transfer Facility for the Series A
Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Series A Notes may be
tendered by following one of the procedures described under "--Procedures for
Tendering Series A Notes" above at any time on or prior to the Expiration Date.
- 21 -
<PAGE> 25
CERTAIN CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provision of the Exchange Offer, the Company
shall not be required to accept for exchange, or to issue Series B Notes in
exchange for, any Series A Notes and may terminate or amend the Exchange Offer
by written notice to the Exchange Agent and by prompt public announcement
communicated by issuing a press release to the Dow Jones News Service, if at
any time before the acceptance of such Series A Notes for exchange or the
exchange of the Series B Notes for such Series A Notes, any of the following
events shall occur:
(a) there shall be threatened, instituted or pending any action
or proceeding before, or any injunction, order or decree shall have been
issued by, any court or governmental agency or other governmental
regulatory or administrative agency or commission, (i) seeking to restrain
or prohibit the making or consummation of the Exchange Offer or any other
transaction contemplated by the Exchange Offer, or assessing or seeking any
damages as a result thereof, or (ii) resulting in a material delay in the
ability of the Company to accept for exchange or exchange some or all of
the Series A Notes pursuant to the Exchange Offer; or any statute, rule,
regulation, order or injunction shall be sought, proposed, introduced,
enacted, promulgated or deemed applicable to the Exchange Offer or any of
the transactions contemplated by the Exchange Offer by any government or
governmental authority, agency or court, domestic or foreign, that in the
sole judgment of the Company could adversely affect the Company as a result
of consummation of the Exchange Offer, or might directly or indirectly
result in any of the consequences referred to in clauses (i) or (ii) above
or, in the sole judgment of the Company, might result in the Holders of
Series B Notes having obligations with respect to resales and transfers of
Series B Notes which are greater than those described in the interpretation
of the Commission referred to on the cover of this Prospectus, or would
otherwise make it inadvisable to proceed with the Exchange Offer; or
(b) there shall have occurred (i) any general suspension or
general limitation on prices for, or trading in, securities on any national
securities exchange or in the over-the-counter market, (ii) any limitation
by any governmental agency or authority which may adversely affect the
ability of the Company to complete the transactions contemplated by the
Exchange Offer, (iii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States or any
limitation by any governmental agency or authority which adversely affects
the extension of credit or (iv) a commencement of a war, armed hostilities
or other similar international calamity directly or indirectly involving
the United States, or, in the case of any of the foregoing existing at the
time of the commencement of the Exchange Offer, a material acceleration or
worsening thereof.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition or may be waived by the Company in whole or in part at any time and
from time to time in its sole discretion. The failure by the Company at any
time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time.
In addition, the Company will not accept for exchange any Series A Notes
tendered, and no Series B Notes will be issued in exchange for any such Series
A Notes, if at such time any stop order shall be threatened or in effect with
respect to the Registration Statement of which this Prospectus constitutes a
part or the qualification of the Indenture under the Trust Indenture Act of
1939 (the "TIA").
EXCHANGE AGENT
Securities Transfer Company, an Ohio limited partnership, has been
appointed as the Exchange Agent for the Exchange Offer. AFC is the general
partner of Securities Transfer Company, and subsidiaries and affiliates of AFC
are limited partners. All executed Letters of Transmittal should be directed
to the Exchange Agent at one of the addresses set forth below. Questions and
requests for assistance, requests for additional copies of this Prospectus or
of the Letter of Transmittal and requests for Notices of Guaranteed Delivery
should be directed to the Exchange Agent addressed as follows:
- 22 -
<PAGE> 26
BY REGISTERED, CERTIFIED OR
OVERNIGHT MAIL OR BY HAND: SECURITIES TRANSFER COMPANY
ONE EAST FOURTH STREET
SUITE 1201
CINCINNATI, OHIO 45202
BY FACSIMILE: (513) 287-8270 OR (513) 621-1583
CONFIRM BY TELEPHONE: (513) 579-2414 OR (800) 368-3417
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
FEES AND EXPENSES
The Company will not make any payment to brokers, dealers, or others
soliciting acceptances of the Exchange Offer. No brokers or dealers have been
engaged by the Company to solicit such acceptances.
The expenses to be incurred in connection with the Exchange Offer will be
paid by the Company and are estimated to be approximately $25,000.
TRANSFER TAXES
Holders who tender their Series A Notes for exchange will not be obligated
to pay any transfer taxes in connection therewith, except that Holders who
instruct the Company to register Series B Notes in the name of, or request that
Series A Notes not tendered or not accepted in the Exchange Offer be returned
to, a person other than the registered tendering Holder will be responsible for
the payment of any applicable transfer tax thereon.
CONSEQUENCES OF FAILURE TO EXCHANGE
Holders of Series A Notes who do not exchange their Series A Notes pursuant
to the Exchange Offer will continue to be subject to the restrictions on
transfer of such Series A Notes as set forth in the legend thereon as a
consequence of the issuance of the Series A Notes pursuant to exemptions from
the registration requirements of the Securities Act and applicable state
securities laws. In general, the Series A Notes may not be offered or sold,
unless registered under the Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the Securities Act and applicable
state securities laws. The Company does not intend to register the Series A
Notes under the Securities Act and is under no obligation to the Holders of
Series A Notes to so register unless the Exchange Offer is not consummated.
Based on interpretations by the staff of the Commission set forth in certain
"no-action" letters issued to third parties unrelated to the Company and the
Exchange Offer, Series B Notes issued pursuant to the Exchange Offer in
exchange for Series A Notes may be offered for resale, resold or otherwise
transferred by Holders thereof (other than any such Holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that such Series B Notes are acquired
in the ordinary course of such Holders' business and such Holders have no
arrangement with any person to participate in the distribution of such Series B
Notes. If any Holder has any arrangement or understanding with respect to the
distribution of the Series B Notes to be acquired pursuant to the Exchange
Offer, such Holder (i) could not rely on the applicable interpretation of the
staff of the Commission and (ii) must comply with registration and prospectus
delivery requirements
- 23 -
<PAGE> 27
of the Securities Act in connection with a resale transaction. In addition, to
comply with the securities laws of certain jurisdictions, if applicable, the
Series B Notes may not be offered or sold unless they have been registered or
qualified for sale in such jurisdiction or an exemption from registration or
qualification is available and is complied with.
REQUIREMENTS APPLICABLE TO BROKER-DEALERS
Each broker-dealer that receives Series B Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Series B Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Series B Notes received in
exchange for Series A Notes where such Series A Notes were acquired as a result
of market-making activities or other trading activities. Broker-Dealers
participating in the Exchange Offer must represent that they acquired the
Series A Notes as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until _______________, 199_, all dealers effecting transactions in
the Series B Notes may be required to deliver a prospectus.
The Company will not receive any proceeds from any sale of Series B Notes
by broker-dealers. Series B Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Series B Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who
may receive compensation in the form of commissions or concessions from any
such broker-dealer and/or the purchasers of any such Series B Notes. Any
broker-dealer that resells Series B Notes that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Series B Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of Series B Notes and any commission or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that request such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one law firm acting
as counsel to the Holders of the Notes) other than commissions or concessions
of any brokers or dealers and will indemnify the Holders of the Notes
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.
- 24 -
<PAGE> 28
<TABLE>
SELECTED FINANCIAL DATA
The following table sets forth certain data (in millions) and should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the Annual Report and the
Quarterly Reports:
<CAPTION>
Reorga-
nized
Pro Prede- Citic-
Forma cessor asters
Predecessor Six Six Six
------------------------------- Pro Months Months Months
Reorganized Forma Ended Ended Ended
Citicasters 1993 June 30, June 30, June 30,
1989 1990 1991 1992 1993 1993 (b) 1994(b) 1993 1994
---- ---- ---- ---- ---- ---- --- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
-----------------------
Data:
----
Consolidated net revenues $ 200 $ 210 $ 202 $ 211 $ 205 N/A $120 $60 $ 99 $109
Operating income before
depreciation and amortiza-
tion (c) 74 74 61 64 68 N/A 34 18 31 40
Operating income (loss)
(d) 26 25 12 (642) 40 N/A 20 11 17 26
Earnings (loss) from
continuing operations (77) (58) (33) (613) (67) N/A 4 2 (30) 3
Net earnings (loss) (c) (103) (46) 84 (597) 341 N/A 4 2 (33) 3
Per share data - - - - - - $.17 - $ .30
Balance Sheet Data (g):
----------------------
Consolidated assets $1,921 $1,803 $1,475 $ 714 N/A $720 $407 $687 $716
Consolidated long-term
debt 1,191 1,135 693 635 N/A 433 124 624 427
Minority interest,
preferred stock of sub-
sidiary 251 251 251 275 N/A - - 275 -
Shareholders' equity
(deficit) 178 133 258 (339) N/A 139 193 (372) 142
<FN>
(a) For purposes of this table, the term "Predecessor" refers to Citicasters
prior to its emergence from chapter 11 bankruptcy in December, 1993.
</TABLE>
- 25 -
<PAGE> 29
(b) This information gives effect to the proposed sale of four television
stations and the Restructuring as if such transactions had occurred as of
January 1, 1993. For additional pro forma information regarding these
transactions, see the Annual Report and the Quarterly Reports.
(c) Citicasters' management believes that operating income before depreciation
and amortization is helpful in understanding cash flow generated from its
broadcasting stations that is available for debt service, capital
expenditures and taxes, and in comparing operating performance of
Citicasters' broadcast stations to other broadcast stations. Operating
income before depreciation and amortization should not be considered an
alternative to net income as an indicator of Citicasters' overall
performance.
(d) Citicasters reduced the recorded amount of its intangible assets as of
December 31, 1992 by $658.3 million to reflect the carrying value of its
broadcasting assets at estimated current market values at that time.
(e) Net earnings for the year ended December 31, 1993 includes, as an
extraordinary item, a one-time gain of $414.5 million relating to debt
discharged in the Restructuring.
(f) Per share data are not presented for the Predecessor due to the general
lack of comparability as a result of the Restructuring.
(g) Balance sheet data at December 31, 1993 reflects the adoption of
fresh-start reporting. The application and effects of fresh-start
reporting is discussed in more detail in Note B to Citicasters' Financial
Statements.
N/A - not applicable
As a result of Citicasters' emergence from bankruptcy and its adoption of
fresh-start reporting as of December 31, 1993, Citicasters' Balance Sheet at
and after December 31, 1993 and its Statements of Operations for periods after
December 31, 1993 will not be comparable to the Financial Statements for prior
periods. See Notes to Financial Statements.
- 26 -
<PAGE> 30
DESCRIPTION OF SERIES B NOTES
GENERAL
The Series B Notes will be issued under the Indenture dated as of
February 18, 1994, (the "Indenture") between the Company and the Shawmut Bank
Connecticut, National Association, as trustee (the "Trustee"), as amended and
supplemented from time to time. The following summary, which describes certain
provisions of the Indenture and the Notes, does not purport to be complete and
is qualified in its entirety by reference to, the TIA, and all the provisions
of the Indenture, the Series A Notes and the Series B Notes, including the
definitions therein of terms not defined in this Prospectus. Certain terms
used herein are defined below under "-- Certain Definitions." The terms of the
Series B Notes are identical in all material respects to the terms of the
Series A Notes, except for certain transfer restrictions and registration
rights relating to the Series A Notes. See "-- Registration Rights."
On February 18, 1994 the Company issued $200 million principal
amount of the Series A Notes under the Indenture. The Company may issue up to
$250 million in 9 3/4% Senior Subordinated Notes due 2004 under the Indenture
but this "Description of Notes" refers only to the $200 million in Series B
Notes offered hereunder. The Trustee will authenticate and deliver from time
to time Series B Notes for original issue only in exchange for a like principal
amount of Series A Notes. The Series B Notes will mature on February 15, 2004.
Any Series A Notes that remain outstanding after the consummation of the
Exchange Offer, together with the Series B Notes, will be treated as a single
class of securities under the Indenture.
The Series A Notes were issued at a discount from their principal
amount. See "Certain Federal Income Tax Considerations." The Series B Notes
will be treated as a continuation of the Series A Notes, which were issued at
an
- 27 -
<PAGE> 31
Original Issue Discount (the difference between the original issue price of the
Notes and their principal amount at maturity).
For each Series A Note accepted for exchange, the Holder of such
Series A Note will receive a Series B Note having a principal amount equal to
that of the surrendered Series A Note. If a Holder's Series B Note is issued
before August 15, 1994, then such Series B Note will be dated February 18,
1994, the date of original issuance of the Series A Notes, and will bear
interest from such date. If a Holder's Series B Note is issued on or after
August 15, 1994, then such Series B Note will be dated August 15, 1994, the
first date interest was paid on the Notes, and will bear interest from such
date. Holders of Series A Notes whose Series A Notes are accepted for exchange
for Series B Notes shall be deemed to have forfeited their right to principal
and accrued interest under the Series A Notes. Interest on the Notes is
payable semi-annually on each February 15 and August 15, commencing on August
15, 1994. Interest on the Notes accrues at a rate of 9 3/4% per annum computed
on the basis of a 360-day year of twelve 30-day months. Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Issue Date. To the extent lawful, the Company
shall pay interest on (i) overdue principal and premium, if any, from time to
time on demand, at the rate of 11 1/4% per annum, and (ii) overdue installments
of interest (without regard to any applicable grace periods) at the rate of 11
1/4% per annum, each as compounded semi-annually.
An installment of principal, premium or interest will be considered
paid on the date it is due if the Paying Agent holds at or prior to 11:00 A.M.,
Eastern Standard Time, on that date, money designated for and sufficient to pay
the applicable installments.
RANKING; SUBORDINATION
The Notes are subordinated in right of payment to the prior payment
in full of all existing debt of subsidiaries and future Senior Indebtedness of
the Company, whether outstanding on the Issue Date or incurred thereafter.
Upon any distribution of cash, securities or other property of the
Company to creditors upon any liquidation, dissolution, winding up,
recapitalization, readjustment or reorganization of the Company, whether
voluntary or not, or in a bankruptcy, reorganization, insolvency, receivership
or similar proceeding relating to the Company or its property or securities,
and assignment for the benefit of creditors or any marshalling of the Company's
assets and liabilities, the holders of any Senior Indebtedness of the Company
will be entitled to receive payment in full, in cash or Cash Equivalents, of
all Obligations under or in respect of such Senior Indebtedness (including
interest after the commencement of any such proceeding at the rate specified in
the agreements governing such Senior Indebtedness) before the Holders will be
entitled to receive any payment or distribution (other than in Reorganization
Securities), on account of Subordinated Obligations, and until all Obligations
with respect to such Senior Indebtedness are paid in full, in cash or Cash
Equivalents, any payment or distribution (other than in Reorganization
Securities) on account of Subordinated Obligations, to which the Holders would
be entitled shall be made to the holders of Senior Indebtedness on a pro rata
basis.
Neither the Company nor any Trustee or Paying Agent shall make any
payment or distribution (other than in Reorganization Securities) on account of
Subordinated Obligations if (a) a default in the payment of the principal of,
or premium, if any, or interest on, or any other amount owing with respect to
any Senior Indebtedness (a "Payment Default") occurs and is continuing, whether
at maturity or at a date fixed for prepayment or by declaration of acceleration
or otherwise, or (b) the Trustee has received written notice (a "Payment
Blockage Notice") from the Senior Agent that a Nonpayment Default (as defined
below) has occurred and is continuing; provided, however, that payments and
distributions on account of Subordinated Obligations shall resume, and all past
due amounts on the Notes shall be paid (i) in the case of a Payment Default, on
the date on which such default is cured or waived or shall have ceased to exist
and all Obligations then due and payable in respect of Senior Indebtedness
shall have been paid in full in cash or Cash Equivalents and (ii) in the case
of a Nonpayment Default, on the earliest of (A) the date on which such
Nonpayment Default is cured or waived or shall have ceased to exist, (B) 179
days after the date on which the Payment Blockage Notice with respect to such
Nonpayment Default was received by the Trustee, or (C) the date on which such
blockage period shall have been terminated by written notice to the Company or
the Trustee from the Senior Agent unless the maturity of any Senior
Indebtedness has been accelerated and the Company has defaulted with respect to
the payment of such Senior Indebtedness. No more than one Payment Blockage
Notice may be given during any consecutive 365-day period and during any
consecutive 365-day period, the aggregate number of days in which payments due
on the Notes may not be made as a result of Nonpayment Defaults on Senior
Indebtedness shall not exceed 179 days and there shall be a period of at least
186 consecutive days in each consecutive 365-day period when such payments are
not prohibited. If the Senior Agent delivers a Payment Blockage Notice to the
Trustee in respect of any Nonpayment Default, no Nonpayment Default that
existed or was continuing on the date of delivery of such notice shall be, or
be made, the basis for a subsequent Payment Blockage Notice unless such default
shall have been waived or cured for a period of not less than 90 days.
"Nonpayment Default" means any event of default under the terms of any
instrument governing any Senior Indebtedness permitting one or more holders of
such Senior Indebtedness (or a Representative on behalf of the holders thereof)
to declare all or part of such Senior Indebtedness due and payable prior to the
date on which it would otherwise become due and payable.
As a result of the subordination provisions described above, in the
event of a liquidation or insolvency, Holders may recover less ratably than
creditors holding Senior Indebtedness of the Company. As of March 31, 1994,
the aggregate outstanding principal amount of the Senior Indebtedness of the
Company was approximately $236.3 million. The Indenture will, subject to
certain financial tests, permit the Company and its Subsidiaries to incur
additional Indebtedness, including Senior Indebtedness. See "Certain Covenants
- - Limitation on Indebtedness."
The subordination provisions described above will cease to be
applicable to the Notes upon any defeasance of the Notes. See "Defeasance and
Discharge of the Indenture and the Notes."
OPTIONAL REDEMPTION OF NOTES
Except as set forth below, the Notes are not redeemable at the
Company's option prior to February 15, 1999. Thereafter, the Notes will be
subject to redemption at the option of the Company, in whole or in part, at the
redemption prices (expressed as percentages of the principal amount of the
Notes) set forth below, plus accrued and unpaid interest
- 28 -
<PAGE> 32
to the date of redemption, if redeemed during the twelve-month period beginning
on February 15 of the years indicated below.
<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
1999 . . . . . . . . . . . . . . . . . . . . . . . . 104.875%
2000 . . . . . . . . . . . . . . . . . . . . . . . . 103.250%
2001 . . . . . . . . . . . . . . . . . . . . . . . . 101.625%
2002 and thereafter . . . . . . . . . . . . . . . . . 100.000%
</TABLE>
Notwithstanding the foregoing, up to 25% in aggregate principal
amount of Notes originally issued under the Indenture will be redeemable from
time to time prior to December 31, 1996, at the option of the Company, from the
Net Proceeds of one or more Public Offerings of the Company, at a Redemption
Price equal to 108.875% of the principal amount thereof, together with accrued
and unpaid interest to the date of redemption; provided that after giving
effect to any simultaneous redemption under either this paragraph or the
succeeding two paragraphs, at least $100,000,000 in principal amount of Notes
will remain outstanding.
In addition, prior to February 15, 1999 the Notes will be subject
to redemption (a "Change of Control Redemption") at the option of the Company,
in whole or in part, at any time within 180 days after the later of (a) a
Change of Control Trigger Date and (b) the completion of an Offer (as defined
herein) made as a result of a Change of Control, at a Redemption Price equal to
the sum of (1) the principal amount thereof, plus (2) accrued and unpaid
interest to the redemption date, plus (3) the Applicable Premium; provided that
either (a) after giving effect to any simultaneous redemption under either this
paragraph, the preceding paragraph or the succeeding paragraph, at least
$100,000,000 in principal amount of Notes will remain outstanding or (b) such
Change of Control Redemption is for all outstanding Notes.
Prior to December 31, 1996 the Notes will be subject to redemption
(an "Asset Sale Redemption") at the option of the Company, in whole or in part,
following an Asset Sale in connection with an Asset Sale Payment; provided that
an Asset Sale Redemption may be made by the Company only if, and to the extent
that each of the following conditions is satisfied: (i) only two Asset Sale
Redemptions will be permitted under the Indenture; (ii) the maximum aggregate
principal amount of Notes to be redeemed pursuant to an Asset Sale Redemption
will be limited to that amount which is necessary to make the ratio set forth
in the "Redemption From the Proceeds of Asset Sales" covenant, given the amount
of the proposed Asset Sale Payment, equal to (but not more or less than) 4.5:1;
and (iii) after giving effect to the proposed Asset Sale Redemption and to any
simultaneous redemptions pursuant to either of the preceding two paragraphs at
least $100,000,000 in principal amount of Notes will remain outstanding. In
the event of an Asset Sale Redemption, the Notes will be redeemable at the
Redemption Prices (expressed as percentages of the principal of the Notes) set
forth below, plus any accrued and unpaid interest to the date of redemption; if
redeemed during the periods indicated below.
<TABLE>
<CAPTION>
Period Percentage
------ ----------
<S> <C>
February 15, 1994 to
July 31, 1994 . . . . . . . . . . . . . . . . . . . 102.00%
August 1, 1994 to
February 14, 1995 . . . . . . . . . . . . . . . . . 103.00%
February 15, 1995 to
December 31, 1996 . . . . . . . . . . . . . . . . . 108.75%
</TABLE>
The Supplemental Indenture will modify the provisions of the
preceding three paragraphs by reducing the principal amount of Notes which must
remain outstanding following these optional redemptions to $75,000,000 (from
the
- 29 -
<PAGE> 33
present $100,000,000). The Company and the holders of all of the outstanding
Notes have agreed that within 15 days after the completion of the sale of those
television stations included in the Station Sale sufficient to generate net
proceeds (after payment of or provision for reasonable fees, expenses and
taxes) of at least $230 million, the Company will redeem $75 million principal
amount of the Notes at a redemption price of $976.75 per $1,000 principal
amount, plus accrued and unpaid interest.
If less than all of the Notes are to be redeemed at any time, or if
less than all Notes tendered pursuant to an Offer are to be accepted for
payment, selection of the Notes to be redeemed will be made by the Company in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not listed on a
securities exchange, on a pro rata basis, by lot or by any other method as the
Trustee shall deem fair and appropriate, provided that Notes redeemed in part
shall only be redeemed in integral multiples of $1,000. Notices of any
optional or mandatory redemption shall be mailed by first class mail at least
30 but not more than 60 days before the redemption date to each Holder to be
redeemed at such Holder's registered address. If any Note is to be redeemed in
part only, the notice of redemption that relates to such Note shall state the
portion of the principal amount thereof to be redeemed and the Trustee shall
authenticate and mail to the Holder of the original Note a new Note in
principal amount equal to the unredeemed portion of the original Note promptly
after the original Note has been canceled. On and after the redemption date,
interest will cease to accrue on Notes or portions thereof called for
redemption.
MANDATORY OFFERS TO REPURCHASE NOTES
Mandatory Redemption. The Notes are not subject to any mandatory
sinking fund redemption prior to maturity.
Change of Control. Upon the occurrence of a Change of Control
(such date being the "Change of Control Trigger Date"), each Holder will have
the right to require the Company to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of such Holder's Notes pursuant to an Offer at
a purchase price in cash equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest to the date of purchase.
The Bank Credit Agreements prohibit the Company from repurchasing
any Notes following a Change of Control prior to repayment in full of the
Senior Bank Debt. Any additional credit agreements or other agreements
relating to Senior Indebtedness to which the Company becomes a party may
contain similar restrictions and provisions. Prior to mailing a notice to
Holders regarding a Change of Control, the Company will in good faith (i) seek
to obtain any required consent of the holders of any Senior Indebtedness the
terms of which prohibit the Company from repurchasing Notes so as to permit the
making of the Offer and the purchase of Notes, (ii) use its best efforts to
repay all or a portion of the holders of Senior Indebtedness to the extent
necessary (including, if necessary, payment in full of such Indebtedness and
payment of any prepayment premiums, fees, expenses or penalties) to permit the
making of the Offer and the purchase of Notes without such consent, or (iii) if
such Indebtedness is not then prepayable to such extent, make an offer to the
holders of the Senior Indebtedness from which consent is required and cannot be
obtained to repay such Indebtedness in full for an amount equal to the
outstanding principal balance thereof and accrued interest to the date of
repayment, plus any fees, expenses and penalties required pursuant to the
instruments governing such Indebtedness, plus, in the event such Indebtedness
is subsequently prepayable at a premium, the premium payable when such
Indebtedness is first prepayable, and repay any Holder who accepts such offer.
If the Company is unable to obtain such consents and/or repay all such Senior
Indebtedness, the Company would remain prohibited from repurchasing any Notes
and, as a result, the Company could not commence an Offer to repurchase the
Notes within 30 days of a Change of Control Trigger Date, which would
constitute an Event of Default under the Indenture.
The Bank Credit Agreements provide that an event of default
entitling the Bank Lenders to accelerate the maturity of all amounts due
thereunder shall occur if AFC owns less than 30% of the Company's Class A
Common Stock, any person or group of persons acting in concert own more shares
of Class A Common Stock that AFC does, any person or group of persons acting in
concert (other than AFC) possesses the power to elect a majority of the
Directors of the Company, or if a majority of the Directors of the Company have
not been nominated or otherwise approved by AFC. There is presently
approximately $235 million outstanding under the Bank Credit Agreements and, as
described above,
- 30 -
<PAGE> 34
the Company is prohibited from repurchasing any Notes following a Change of
Control prior to repayment in full of the Senior Bank Debt.
The Change of Control purchase feature of the Notes may in certain
circumstances make it more difficult or discourage a takeover of the Company
and, as a result, may make removal of incumbent management more difficult. The
Change of Control purchase feature, however, is not the result of management's
knowledge of any specific effort to accumulate the Company's stock or to obtain
control of the Company by means of a merger, tender offer, solicitation or
otherwise, or part of a plan by management to adopt a series of anti-takeover
provisions. Instead, the Change of Control purchase feature is a result of
negotiations between the Company and the Series A Purchasers. Management has
no present intention to engage in a transaction involving a Change of Control,
although it is possible that the Company would decide to do so in the future.
The Board of Directors does not have the ability to waive the Change of Control
purchase feature in the event of a highly leveraged transaction.
ASSET SALES. The Indenture provides that neither the Company nor
any of its Subsidiaries shall make any Asset Sale unless (i) the Company or the
applicable Subsidiary receives consideration at the time of such Asset Sale at
least equal to the fair market value of the property or securities sold or
otherwise disposed of (as determined in good faith by the Board of Directors of
the Company evidenced by a resolution of the Board of Directors); (ii) at least
75% of such consideration is in the form of cash (subject to certain exceptions
as to both the meaning of "cash" and the 75% limitation); and (iii) the Excess
Cash Proceeds received by the Company or such Subsidiary, as the case may be,
from such Asset Sale are applied as set forth below.
Within 360 days after the later of such sale or the receipt of
Excess Proceeds, the Excess Proceeds from such sale may (i) be applied to
permanently reduce Senior Indebtedness, (ii) be used to make Related Business
Investments or Capital Expenditures on one or more of the Company's or its
Subsidiaries' Broadcasting Stations, or to enter into a contract to acquire one
or more Broadcasting Stations using such Excess Proceeds and such acquisition
is completed within such 360 day period, or (iii) be used to make a payment
permitted by the next succeeding paragraph which payment shall be counted as a
permanent reduction of the amount of Designated Senior Debt available to be
incurred pursuant to the "Limitation on Indebtedness" covenant, subject to the
definitions of "Senior Bank Debt" and "WGHP Debt." Any Excess Proceeds from an
Asset Sale not applied or invested as provided in this paragraph, will be
deemed to constitute "Available Proceeds" and shall be applied as provided in
the third succeeding paragraph. Under the Supplemental Indenture, clause (ii)
above will be modified to read "(ii) be used to enter into a contract to make
Related Business Investments or Capital Expenditures on one or more of the
Company's or its Subsidiaries' Broadcasting Stations or to enter into a
contract to acquire one or more Broadcasting Stations."
The Company may use a portion of the Excess Proceeds from an Asset
Sale to pay dividends on the Company's Capital Stock or redeem, repurchase or
retire shares of the Company's Capital Stock or warrants, rights or options to
purchase or acquire shares of the Company's Capital Stock (any such dividend,
redemption, repurchase or retirement out of Excess Proceeds from a single Asset
Sale an "Asset Sale Payment"), subject to the following conditions and
limitations. An Asset Sale Payment may be made by the Company only if, and to
the extent that, each of the following conditions is satisfied as of the time
of the proposed Asset Sale Payment (the "Determination Time"): (i) the Company
shall have obtained a Bank Agent Consent; (ii) such Asset Sale Payment (as well
as all prior Asset Sale Payments, if any) shall be counted as a permanent
reduction of the amount of Designated Senior Debt available to be Incurred
pursuant to the "Limitation on Indebtedness" covenant, subject to the
definitions of "Senior Bank Debt" and "WGHP Debt"; (iii) the Determination Time
occurs on or prior to December 31, 1996; (iv) only two Asset Sale Payments
(other than payments using proceeds from the Station Sale or the sale of the
Company's other currently owned television stations) will be permitted under
the Indenture; (v) no Default or Event of Default shall have occurred and be
continuing at the Determination Time or as a consequence of such Asset Sale
Payment; and (vi) after giving effect to (A) the application of any Excess
Proceeds from the applicable Asset Sale in accordance with clauses (i) and (ii)
of the preceding paragraph prior to the Determination Time, (B) any Asset Sale
Redemption of Notes pursuant to the fourth paragraph under "Optional Redemption
of Notes" out of any Excess Proceeds from the applicable Asset Sale and (C) any
Asset Sale Payment out of any Excess Proceeds from the applicable Asset Sale,
the ratio set forth below is equal to (but not more or less than) 4.5:1:
- 31 -
<PAGE> 35
D - X
________________
OCF + [(.065)(REP-X-Y)]
where:
D = the aggregate amount of all outstanding Indebtedness of the Company
and its Subsidiaries on a consolidated basis as of the
Determination Time, without giving effect to the Asset Sale
Redemption (if any) represented by "X" in the formula.
X = the principal amount of Notes (if any) to be redeemed in an
optional Asset Sale Redemption out of Excess Proceeds from the
applicable Asset Sale in order to satisfy the conditions set forth
in the preceding paragraph.
OCF = the Operating Cash Flow of the Company and its Subsidiaries on a
consolidated basis for the four most recent full fiscal quarters
ending immediately prior to the Determination Time, determined on a
pro forma basis after giving effect to (i) the applicable Asset
Sale and any other Asset Sales consummated during such four-quarter
period as if they had occurred at the beginning of such four-
quarter period and (ii) all acquisitions or other dispositions
(whether by merger, consolidation, purchase or sale of securities
or assets or otherwise) of any business or assets, made by the
Company and its Subsidiaries from the beginning of such
four-quarter period through the Determination Time as if such
acquisition or disposition had occurred at the beginning of such
four-quarter period.
REP = the total amount of Excess Proceeds from the applicable Asset Sale
remaining after deducting therefrom all portions thereof applied
prior to the Determination Time pursuant to the preceding paragraph
without giving effect to the Asset Sale Redemption (if any)
represented by "X" in the formula or to the Asset Sale Payment
represented by "Y" in the formula.
Y = the amount of the proposed Asset Sale Payment to be made at the
Determination Time pursuant to the preceding paragraph.
The Supplemental Indenture will permit the Company to use up to $40
million of the Excess Proceeds from the Station Sale to make Asset Sale
Payments and to use an amount equal to the lesser of 25% of the Excess Proceeds
or an aggregate of $40 million from the sale of the Company's other currently
owned television stations to make Asset Sale Payments. For purposes of
calculating the amounts available to the Company to make Asset Sale Payments
following any other Asset Sale, the Company shall be deemed to have made Asset
Sale Payments for the full amount permitted under the preceding sentence and
any unapplied Excess Proceeds from the sale of those television stations shall
be deducted from the Company's assets in determining compliance with the
leverage test described above which must be satisfied to permit Asset Sale
Payments.
As soon as practicable, but in no event later than 10 Business Days
after any date (an "Asset Sale Trigger Date") that the aggregate amount of
Available Proceeds exceeds $15,000,000, the Company shall, if and to the extent
permitted by the agreements governing any Senior Indebtedness of the Company,
subject to the subordination provisions of the Indenture, commence an offer to
purchase the maximum principal amount of Notes that may be purchased out of
such Available Proceeds, at an offer price in cash equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to the date of
purchase.
The Company and the holders of all of the outstanding Notes have
agreed that within 15 days after the completion of the sale of those television
stations included in the Station Sale sufficient to generate net proceeds
(after payment of or provision for reasonable fees, expenses and taxes) of at
least $230 million; the Company will redeem $75 million
- 32 -
<PAGE> 36
principal amount of the Notes at a redemption price of $976.75 per $1,000
principal amount, plus accrued and unpaid interest. The Supplemental Indenture
will provide that the Company will have no obligation to use the proceeds for
the sale of the Company's other currently owned television stations to redeem
additional Notes. The proceeds from the sale of these Stations may be used by
the Company (a) to reduce Senior Indebtedness temporarily; (b) to make Related
Business Investments or Capital Expenditures or to acquire one or more
broadcasting stations; or (c) to make an Asset Sale Payment. All other Asset
Sales whether of existing assets (excluding television stations) or
after-acquired assets are subject to the terms of Indenture as modified by the
Supplemental Indenture.
PROCEDURES FOR OFFERS. Within 60 days following any Change of
Control Trigger Date or within 10 Business Days after any Asset Sale Trigger
Date, the Company shall mail to each Holder at such Holders' registered address
(with a copy to the Trustee) a notice stating: (a) that an Offer is being made
as a result a Change of Control or one or more Asset Sales, as the case may be,
the length of time the Offer shall remain open, and the maximum aggregate
principal amount of Notes that will be accepted for payment pursuant to such
Offer, (b) the purchase price for the Notes, the amount of accrued and unpaid
interest as of the purchase date, and the purchase date (which shall be no
earlier than 30 days nor later than 40 days from the date such notice is
mailed, (the "Purchase Date"), and (c) such other information required by the
Indenture and applicable laws and regulations. Notwithstanding the foregoing,
the Company shall not be required to commence an Offer as a result of a Change
of Control if, within 30 days of a Change of Control Trigger date, the Company
notifies the Holders that all outstanding Notes will be redeemed pursuant to a
Change of Control Redemption.
On the Purchase Date for any Offer, the Company will (1) in the
case of an Offer resulting from a Change of Control, accept for payment all
Notes or portions thereof tendered pursuant to such Offer and, in the case of
an Offer resulting from one or more Asset Sales, accept for payment the maximum
principal amount of Notes or portions thereof tendered pursuant to such Offer
that can be purchased out of Excess Proceeds from such Asset Sales, (2) deposit
with the Paying Agent the aggregate purchase price of all Notes or portions
thereof accepted for payment and any accrued and unpaid interest on such Notes
as of the Purchase Date, and (3) deliver or cause to be delivered to the
Trustee all Notes tendered pursuant to the Offer. If less than all Notes
tendered pursuant to any Offer are accepted for payment by the Company for any
reason, selection of the Notes to be purchased by the Trustee shall be in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate, provided that Notes accepted for payment in part shall only be
purchased in integral multiples of $1,000. The Paying Agent shall promptly
mail to each Holder of Notes or portions thereof accepted for payment an amount
equal to the purchase price for such Notes plus any accrued and unpaid interest
thereon, and the Trustee shall promptly authenticate and mail to such Holder of
Notes accepted for payment in part a new Note equal in principal amount to any
unpurchased portion of the Notes, and any Note not accepted for payment in
whole or in part shall be promptly returned to the Holder to such Note. On and
after a Purchase Date, interest will cease to accrue on the Notes or portions
thereof accepted for payment.
The Company will announce the results of the Offer to Holders of
the Notes on or as soon as practicable after the Purchase Date. The Company
will comply with the requirements of Rule 14e-1 under the Exchange Act and all
other applicable securities laws and regulations thereunder in connection with
any Offer.
CERTAIN COVENANTS
RESTRICTED PAYMENTS. The Indenture provides that the Company shall
not, and shall not permit any Subsidiary to, directly or indirectly, make any
Restricted Payment, except (1) dividends, payments or other distributions with
respect of any Capital Stock by any Subsidiary to the Company or any
Wholly-Owned Subsidiary of the Company, (2) repurchases, redemptions,
retirements or acquisitions of Capital Stock by a Wholly-Owned Subsidiary of
the Company from the Company or another Wholly-Owned Subsidiary of the Company,
(3) payments, prepayments, repurchases, redemptions and acquisitions permitted
under the "Limitation on Indebtedness" covenant with respect to Indebtedness
not incurred on violation of such covenant, and (4) Restricted Payments by the
Company if (i) at the time of and after giving effect to the proposed
Restricted Payment no Default or Event of Default, shall have occurred and be
continuing or would occur as a consequence thereof, (ii) at the time of and
immediately after giving effect to the proposed Restricted Payment,
- 33 -
<PAGE> 37
the Company could Incur at least $1.00 of additional Indebtedness pursuant to
the "Limitation on Indebtedness" covenant, and (iii) at the time of and
immediately after giving effect to the proposed Restricted Payment (the value
of any such payment if other than cash, as determined by the Board of
Directors, whose determination shall be conclusive and evidenced by a Board
Resolution, provided that if such value exceeds $3 million such determination
shall be supported by a fairness opinion of an Independent Financial Advisor)
the aggregate amount of all Restricted Payments (excluding all payments,
investments, redemptions, repurchases, retirements and other acquisitions for
value of any Capital Stock or any Indebtedness of the Company or any Subsidiary
in exchange for, or out of Qualified Capital Stock Proceeds of, the
substantially concurrent sale (other than to the Company or a Subsidiary of the
Company, of Qualified Capital Stock of the Company) declared or made after the
Issue Date does not exceed an amount equal to the sum of (A) Cumulative
Operating Cash Flow of the Company and its Subsidiaries less 1.4 times
Cumulative Total Interest Expense of the Company and its Subsidiaries, plus (B)
an amount equal to 100% of the aggregate Qualified Capital Stock Proceeds
received by the Company from the issuance and sale (other than to a Subsidiary
of the Company) of Qualified Capital Stock to the extent that such proceeds are
not used to redeem, repurchase, return or otherwise acquire Capital Stock or
any Indebtedness of the Company or any Subsidiary pursuant to clause (ii) of
the succeeding paragraph, and (C) $5,000,000.
Notwithstanding the preceding paragraph, the following Restricted
Payments may be made: (i) the payment of any dividend within 60 days after the
date of declaration thereof, if at said date of declaration such payment would
have complied with the provisions of the Indenture; (ii) the redemption,
repurchase, retirement or other acquisition for value of any Capital Stock or
any Indebtedness of the Company or any Subsidiary in exchange for, or out of
the Qualified Capital Stock Proceeds of, the substantially concurrent sale
(other than to the Company or a Subsidiary of the Company) of Qualified Capital
Stock of the Company; and (iii) the redemption of Notes in accordance with the
terms of the Indenture.
INCURRENCE OF INDEBTEDNESS. Except as set forth in this
paragraph and the succeeding two paragraphs, the Company shall not, and shall
not permit any Subsidiary, after the Issue Date, directly or indirectly, to
Incur any Indebtedness (including Acquired Indebtedness). For purposes of the
Indenture, Indebtedness of any Acquired Person that is not a Subsidiary, which
Indebtedness is outstanding at the time such Person is acquired by the Company
or a Subsidiary or becomes, or is merged into or consolidated with, a
Subsidiary, shall be deemed to have been Incurred by the Company at the time
such Acquired Person becomes, or is merged into or consolidated with, a
Subsidiary.
Notwithstanding the preceding paragraph and in addition to
Indebtedness permitted to be Incurred under the succeeding paragraph, the
Company (subject to limitations set forth in the "Limitation on Certain Debt"
covenant) or any Subsidiary may Incur Indebtedness if (i) no Default or Event
of Default shall have occurred and be continuing at the time or as a
consequence of the Incurrence of such Indebtedness and (ii) on the date of the
Incurrence of such Indebtedness, the Debt to Operating Cash Flow Ratio of the
Company and its Subsidiaries, after giving pro forma effect thereto, is 7.0:1
or less.
Notwithstanding the second preceding paragraph and in addition to
Indebtedness permitted to be Incurred under the immediately preceding
paragraph, the Company and its Subsidiaries may Incur any of the following
Indebtedness: (i) Designated Senior Debt; (ii) Indebtedness evidenced by the
Initial Notes; (iii) Indebtedness to any Wholly-Owned Subsidiary of the Company
or Indebtedness of any Subsidiary to the Company (provided that such
Indebtedness is at all times held by the Company or a Wholly-Owned Subsidiary
of the Company); provided, however, that for purposes of this covenant, upon
either (A) the transfer or other disposition by any such Wholly-Owned
Subsidiary of any Indebtedness so permitted to a Person other than the Company
or another Wholly-Owned Subsidiary of the Company or (B) the issuance, sale,
lease, transfer or other disposition of shares of Capital Stock (including by
consolidation or merger) of such Wholly-Owned Subsidiary to a Person other than
the Company or another such Wholly-Owned Subsidiary, the provisions of this
clause (iii) shall no longer be applicable to such Indebtedness and such
Indebtedness shall be deemed to have been Incurred by the Company at the time
of such transfer or other disposition; (iv) Refinancing Indebtedness with
respect to Indebtedness that was Incurred prior to the Issue Date or, if
incurred after the Issue Date, was Incurred in compliance with the provisions
of the Indenture; provided, however, that (A) the principal amount of such
Refinancing Indebtedness shall not exceed the principal amount (or accreted
value, in the case of Indebtedness issued at a discount) of the
- 34 -
<PAGE> 38
Indebtedness so extended, refinanced, renewed, replaced, substituted, defeased
or refunded (plus the amount of fees, costs and expenses incurred and the
amount of any premium, penalties, breakage costs and other similar amounts
required to be paid in connection with such refinancing pursuant to the terms
of the instrument governing the Indebtedness so extended, refinanced, renewed,
replaced, substituted, defeased or refunded or the amount of any premium
reasonably determined by the Company as necessary to accomplish a refinancing
by means of a tender offer or privately negotiated repurchase, which
determination shall be supported by a fairness opinion from an Independent
Financial Advisor, plus the fees, costs and expenses of such tender offer or
repurchase); and (B) the Refinancing Indebtedness shall (1) have a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of the Indebtedness being extended, refinanced, renewed, replaced,
substituted, defeased or refunded; (2) not have a final scheduled maturity
earlier than the final scheduled maturity of the Indebtedness being extended,
refinanced, replaced, renewed, substituted, defeased or refunded; (3) not
permit redemption at the option of the Holder earlier than the earliest date of
redemption at the option of the holder of the Indebtedness being extended,
refinanced, renewed, replaced, substituted, defeased or refunded; and (4)
rank no more senior or be at least as subordinated, as the case may be, in
right of payment to the Notes as the Indebtedness being extended, refinanced,
replaced, renewed, substituted, defeased or refunded; provided, further, that
the limitations contained in this clause (iv) shall not preclude the Company or
any of its Subsidiaries from Incurring additional Indebtedness permitted to be
Incurred at the time under this paragraph or the preceding paragraph,
notwithstanding that such additional Indebtedness would fall within the
definition of "Refinancing Indebtedness;" (v) with respect to the Company,
Guarantees of obligations under existing Investments in The Theme Park
Partnership, an Australian partnership, up to an aggregate amount not exceeding
4,033,125 Dollars (Australian); (vi) Indebtedness with respect to Interest Rate
or Currency Protection Agreements; and (vii) Indebtedness not otherwise
permitted to be Incurred pursuant to clauses (i) through (vi) above which,
together with any other outstanding Indebtedness Incurred pursuant to this
clause (vii), has an aggregate principal amount not in excess of $25,000,000 at
any one time outstanding (plus Obligations for related payments for early
termination, interest, fees, expenses and indemnities and other similar amounts
payable thereunder or in connection therewith).
LIMITATION ON LIENS. The Indenture provides that the Company
shall not, and shall not permit any of its Subsidiaries to, Incur, assume,
suffer to exist, create or otherwise cause to be effective any Lien on any
asset now owned or hereafter acquired, or any income or profits therefrom or
assign or convey any right to receive income therefrom to secure any
Indebtedness except: (i) Permitted Liens, (ii) Liens existing as of the Issue
Date (and any extension, renewal or replacement Liens upon the same Property
subject to such Liens, provided the principal amount of Indebtedness secured by
each Lien constituting such an extension, renewal or replacement Lien shall not
exceed the principal amount of Indebtedness secured by the Lien theretofore
existing, plus amounts described in clause (iv)(A) of the third paragraph of
the "Limitation on Indebtedness" covenant with respect to permitted Refinancing
Indebtedness), (iii) Liens securing all or any Senior Indebtedness; (iv) Liens
securing Indebtedness of any Subsidiary of the Company, provided that (A) such
Liens are limited to Property or assets of such Subsidiary, (B) the
Indebtedness secured by such Liens was not incurred in violation of the
Indenture and (C) the Indebtedness secured by such Liens is not subordinated to
or junior in right of payment in any respect to any other Indebtedness of such
Subsidiary other than Senior Bank Debt; (v) Liens replacing, extending or
renewing, in whole or in part, any Lien described in the foregoing clauses (i)
through (iv), including in connection with any refinancing of the Indebtedness,
in whole or in part, secured by any such Lien effected in accordance with the
"Limitation on Indebtedness" covenant, provided that if any such clauses limit
the amount secured by or the Property or assets subject to such Liens, no such
replacement, extension or renewal shall increase the amount of Indebtedness or
the Property or assets subject to such Liens and (vi) any other Lien securing
Indebtedness Incurred in compliance with the "Limitation on Indebtedness"
covenant, if the Notes are equally and ratably secured by the Property or
assets subject to such Lien, provided that if the Company creates any Lien
under this clause (vi) on its Property or assets to secure any Subordinated
Indebtedness, the Lien securing such Subordinated Indebtedness shall be
subordinated and junior to the Lien securing the Notes with the same or lesser
priorities as such Subordinated Indebtedness has with respect to the Notes.
TRANSACTIONS WITH AFFILIATES. The Indenture provides that neither
the Company nor any of its Subsidiaries shall enter into any transaction or
series of transactions to sell, lease, transfer, exchange or otherwise dispose
of any of its properties or assets or to purchase any property or assets from,
or for the direct or indirect benefit of, an Affiliate of the Company or of any
Subsidiary of the Company, make any Investment in or enter into any contract,
agreement,
- 35 -
<PAGE> 39
understanding, loan, advance or Guarantee with, or for the direct or indirect
benefit of, an Affiliate of the Company or of any Subsidiary of the Company
(each, including any series of transactions with one or more Affiliates, an
"Affiliate Transaction"), unless such Affiliate Transaction is on terms that
are no less favorable to the Company or the relevant Subsidiary than those that
could have been obtained at that time in a comparable transaction by the
Company or such Subsidiary with an unrelated Person.
Neither the Company nor any of its Subsidiaries shall enter into an
Affiliate Transaction involving or having a potential aggregate value of more
than $1,000,000, other than transactions in the ordinary course of business,
including, but not limited to, the sale of advertising time or the purchase of
insurance from an Affiliate that is an insurance carrier or through an
Affiliate that is an insurance agent or agency, unless such transaction has
been approved by a majority of the Board of Directors who have no direct or
indirect interest in the Affiliate Transaction or in the Affiliate that is a
party to the Affiliate Transaction, or in any other party that is an Affiliate
of any such Affiliate.
Neither the Company nor any of its Subsidiaries shall enter into an
Affiliate Transaction involving or having a potential aggregate value of more
than $5,000,000 other than transactions in the ordinary course of business,
including, but not limited to, the sale of advertising time that is used by the
purchaser thereof and is not resold unless the Board of Directors shall first
have received a written opinion from an Independent Financial Advisor for the
benefit of the Company and the Holders, which firm is not receiving any
contingent fee or other consideration directly or indirectly related to the
successful completion of the Affiliate Transaction, to the effect that the
proposed Affiliate Transaction is fair to the Company from a financial point of
view.
The provisions of this covenant shall (i) not prohibit or restrict,
if not otherwise in violation of the Indenture, the execution by the Company or
any of its Subsidiaries of, the making by the Company or any of its
Subsidiaries of any loan, guarantee or other extension of credit contemplated
by, the performance by the Company or any of its Subsidiaries of Obligations
under, the making by the Company or any of its Subsidiaries of any payment
required by, or the exercise by any person of such person's rights under, the
Subsidiary Debt Documents, (ii) not apply to any Restricted Payment that is
made in compliance with the provisions of the "Limitation on Restricted
Payments" covenant, (iii) not apply to the reasonable and customary fees and
compensation paid or indemnity provided on behalf of, officers, directors,
employees or consultants of the Company or any Subsidiary, as determined by the
Board of Directors of the Company or such Subsidiary or the senior management
thereof in good faith, (iv) not apply to any dividend distribution or
redemption of Capital Stock of the Company that is made in compliance with the
provisions of "Mandatory Offers to Repurchase Notes -- Asset Sales" and (v) not
apply to transactions exclusively between or among the Company and any
Wholly-Owned Subsidiary or exclusively between or among Wholly-Owned
Subsidiaries provided such transactions are not otherwise prohibited by the
Indenture, including, but not limited to, the payment by any Subsidiary of the
Company of obligations of such Subsidiary to the Company under the Tax Sharing
Agreement.
RESTRICTIONS AGAINST LIMITATIONS ON UPSTREAM PAYMENTS. The Company
will not, and will not permit any Subsidiary to create or otherwise cause or
suffer to exist or to become effective any Payment Restriction or other
encumbrance or restriction on the ability of any Subsidiary of the Company to
(a) pay dividends or make any other distributions on its Capital Stock or any
other interest or participation in, or measured by, its profits owned by, or
pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b)
make loans or advances to the Company or a Subsidiary of the Company, or (c)
transfer any of its properties or assets to the Company or any Subsidiary of
the Company, except for such encumbrances or restrictions existing under or by
reasons of: (i) any instrument governing Indebtedness of the Company or any of
its Subsidiaries not Incurred in violation of the Indenture, PROVIDED that such
Payment Restrictions or encumbrances are no more restrictive in the aggregate
with respect to such dividends and other payments than those contained in the
Subsidiary Debt Documents as in effect on the Issue Date, (ii) applicable law,
(iii) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was Incurred in
contemplation of or in connection with such acquisition), PROVIDED that such
restriction is not applicable to any Person, or the Property or assets of any
Person, other than the Acquired Person, (iv) non-assignment provisions in
leases entered into in the ordinary course of business and consistent with past
practices, (v) instruments governing purchase money Indebtedness for Property
acquired in the ordinary course of business that only impose restrictions on
the Property so acquired, (vi) any agreement
- 36 -
<PAGE> 40
for the sale or disposition of the Capital Stock or assets of such Subsidiary,
PROVIDED that such restriction is only applicable to such Subsidiary or assets,
as applicable, and (vii) Refinancing Indebtedness permitted under the Indenture
with respect to Indebtedness described in clauses (iii), (iv) or (v), PROVIDED
that the restrictions contained in the agreements governing such Refinancing
Indebtedness are no more restrictive in the aggregate than those contained in
the instrument governing the Indebtedness being refinanced immediately prior to
such refinancing.
LIMITATION ON CERTAIN DEBT. The Indenture provides that the
Company shall not Incur or suffer to exist any Indebtedness (other than
Designated Senior Debt, purchase money Indebtedness secured by a Lien described
in clause (vi) of the definition of "Permitted Liens" (so long as such
Indebtedness was not Incurred in violation of the Indenture), and the Notes)
that would rank subordinate to or junior in right of payment to any other
Indebtedness of the Company, unless the Indebtedness so Incurred is either (i)
Pari Passu Indebtedness or (ii) Subordinated Indebtedness and by its terms, or
by the terms of any agreement or instrument pursuant to which such Subordinated
Indebtedness is Incurred, (A) such Subordinated Indebtedness does not provide
for payments of principal of such Indebtedness at the stated maturity thereof
or by way of a sinking fund applicable thereto or by way of any mandatory
redemption, defeasance, retirement or repurchase thereof by the Company
(including any redemption, retirement or repurchase which is contingent upon
events or circumstances, but excluding any retirement required by virtue of
acceleration of such Indebtedness upon an event of default thereunder), in each
case prior to the final stated maturity of the Notes and (B) such Subordinated
Indebtedness does not permit redemption or other retirement thereof (including
pursuant to an offer to purchase made by the Company) at the option of the
Holder thereof prior to the final stated maturity of the Notes, other than a
redemption or other retirement at the option of the holder of such Subordinated
Indebtedness (including pursuant to an offer to purchase made by the Company)
which is conditioned upon a change of control of the Company pursuant to
provisions substantially similar to those contained in the Indenture; PROVIDED,
however, that the foregoing limitation shall not apply to (1) distinctions
between categories of Indebtedness which exist by reason of any Liens arising
or created in respect of some but not all Indebtedness and (2) any
intercreditor agreements (to which the Company is not a party) among different
classes of creditors of the Company.
LIMITATION ON ISSUANCES AND DISPOSITIONS OF CAPITAL STOCK OF
SUBSIDIARIES. The Indenture provides that the Company (i) shall not, and shall
not permit any Subsidiary to, transfer, convey, sell, or otherwise dispose of
any Capital Stock, or securities convertible or exchangeable into, or options,
warrants, rights or any other interest with respect to, Capital Stock of a
Subsidiary to any Person (other than the Company or a Wholly-Owned Subsidiary)
unless such transfer, conveyance, sale, lease or other disposition is of 100%
of the Capital Stock of such Subsidiary and the Excess Proceeds from such
transfer, conveyance or sale are applied in accordance with the Asset Sale
provisions of "Mandatory Offers to Repurchase Notes -- Asset Sales" and (ii)
shall not permit any Subsidiary to issue shares of its Capital Stock (other
than directors' qualifying shares), or securities convertible or exchangeable
into, or options, warrants, rights or any other interest with respect to, its
Capital Stock to any Person other than to the Company or a Wholly-Owned
Subsidiary; PROVIDED, HOWEVER, that this paragraph shall not prevent the sale
of less than 100% of the Capital Stock of a Subsidiary of the Company if (A)
immediately after and giving pro forma effect to such transaction as if the
Company ceased to own any equity interest in such Subsidiary on the first day
of the four most recent full fiscal quarters ending immediately prior to such
transaction (even if less than 100% of the Capital Stock of such Subsidiary is
sold) and the application of proceeds therefrom, the Company could incur at
least $1 of Indebtedness pursuant to the second paragraph of the "Limitation on
Indebtedness" covenant or (B) such Subsidiary accounted for 5% or less of
Operating Cash Flow for the four-quarter period described in clause (A) and is
projected by the Company in good faith (as set forth in an Officers'
Certificate delivered to the Trustee) to account for less than 5% of Operating
Cash Flow for the four quarters immediately following such transaction.
REPORTS. Whether or not required by the rules and regulations of
the Commission, so long as any Notes are outstanding, the Company will furnish
to the Trustee and to Holders all quarterly and annual financial information
that would be required to be contained in a filing with the Commission on Forms
10-Q and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report thereon
by the Company's certified independent accountants. In addition, whether or
not required by the rules and regulations of the Commission, the Company will
file a copy of all
- 37
-
<PAGE> 41
such information with the Commission for public availability and make such
information available to investors who request it in writing.
LIMITATION ON MERGER, CONSOLIDATION AND SALE OF ASSETS. The
Indenture provides that the Company (i) shall not consolidate with or merge
into any other Person; (ii) shall not permit any other Person to consolidate
with or merge into the Company; (iii) shall not permit any other Person to
consolidate with, merge into or be merged into by, any Subsidiary (in a
transaction in which such Subsidiary (or successor person) remains (or becomes)
a Subsidiary); and (iv) shall not directly or indirectly, transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its properties
and assets as an entirety (except for any Permitted Disposition, or the merger
or consolidation of any Subsidiary of the Company with or into, or the
disposition of all or substantially all of the assets of any Subsidiary of the
Company to, the Company or any Wholly-Owned Subsidiary of the Company) unless,
in any such transaction: (A) in the case the Company shall consolidate with or
merge into another Person or shall directly or indirectly transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its properties
and assets as an entirety, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by transfer,
conveyance, sale, lease or other disposition all or substantially all of the
properties and assets of the Company as an entirety (for purposes of this
paragraph, a "Successor Company") shall be a corporation, partnership or trust,
shall be organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume by an indenture supplemental hereto executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and interest on all the Notes
and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed; (B) immediately before and after giving
effect to such transaction and treating any Indebtedness Incurred by the
Company or a Subsidiary of the Company as a result of such transaction as
having been Incurred by the Company or such Subsidiary at the time of such
transaction, no Default or Event of Default shall have occurred and be
continuing; (C) immediately after giving effect to such transaction, and
treating any Indebtedness Incurred by the Company or any Subsidiary as a result
of such transaction as having been Incurred at the time of such transaction,
the Company or the Successor Company could Incur at least $1.00 of additional
Indebtedness pursuant to the second paragraph of the "Limitation on
Indebtedness" covenant; and (D) the Company had delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer, lease or acquisition and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, complies with this paragraph and that all conditions
precedent herein provided for relating to such transaction have been complied
with, and, with respect to such Officers' Certifi- cate, setting forth the
manner of determination of the ability to Incur Indebtedness in accordance with
the second paragraph of the "Limitation on Indebtedness" covenant as required
by clause (C) of this paragraph of the Company or, if applicable, the Successor
Company.
For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties and assets of one or more Subsidiaries, the
Capital Stock of which constitutes all or substantially all of the properties
and assets of the Company shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.
EVENTS OF DEFAULT. The Indenture provides that each of the
following constitutes an Event of Default: (i) default for 30 days in the
payment when due of interest on the Notes (whether or not prohibited by the
subordination provisions of the Indenture); (ii) default in the payment when
due of principal on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Company for 30 days after
receipt of notice from the Trustee or Holders of at least 25% of the principal
amount of outstanding Notes to comply with any other provisions of the
Indenture or the Notes; (iv) default under any mortgage, indenture or
instrument under which there may be Incurred or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Company or any of its
Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Subsidiaries) whether such Indebtedness now exists, or is created after the
Issue Date, if (A) such default results in the acceleration of such
Indebtedness prior to its express maturity or shall constitute a default in the
payment of such Indebtedness at final maturity of such Indebtedness, and (B)
the principal amount of any such Indebtedness that has been accelerated or not
paid at maturity, when added to the aggregate principal amount of all other
such Indebtedness that has been accelerated or not paid at maturity, exceeds
$10,000,000; (v) failure by the Company or any of its Significant Subsidiaries
to pay final judgments, the uninsured
- 38
-
<PAGE> 42
portion of which exceeds $10,000,000, which judgments are not paid, discharged,
bonded or stayed for a period of 60 days after the date of entry thereof, (vi)
if under Title 11, United States Code or any similar Federal or State law for
the relief of debtors, (A) the Company or any Significant Subsidiary commences
a voluntary case, consents to the entry of an order for relief against it in an
involuntary case, consents to the appointment of a Custodian of it or for all
or substantially all of its property, or makes a general assignment for the
benefit of its creditors, or (B) a court of competent jurisdiction enters an
order or decree, and such order or decree remains unstated and in effect for 60
days, that is for relief against the Company or any Significant Subsidiary in
an involuntary case, appoints a Custodian of the Company or any Significant
Subsidiary or for all or substantially all of the Property of the Company or
any Significant Subsidiary, or orders the liquidation of the Company or any
Significant Subsidiary; and (vii) any of the Applicable Documents shall cease,
for any reason, to be in full force and effect in any material respect, except
as a result of an amendment, waiver or termination thereof as contemplated or
permitted hereby or the Company shall so assert in writing.
If any Event of Default other than an Event of Default arising
pursuant to clause (vi) of the preceding paragraph occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately;
PROVIDED, HOWEVER, that if any Indebtedness is outstanding pursuant to the
Subsidiary Debt Documents upon a declaration of acceleration of the Notes,
other than an Event of Default arising pursuant to clause (vi) of the preceding
paragraph, the principal and interest on the Notes will not be payable until
the earlier of (1) the day which is ten business days after notice of
acceleration is given to the Company and the Senior Agent under the Bank Credit
Agreements, and (2) the date of acceleration of the Indebtedness by the Senior
Agent.
The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of the principal of, or premium, if any, or interest on,
the Notes (which may only be waived with the consent of each Holder of Notes
affected). Subject to certain limitation, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium or interest) if it
determines that withholding notice is in their interest.
The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.
NO RECOURSE AGAINST OTHERS
The Notes are solely the obligation of the Company. No director,
officer, employee, incorporator or shareholder of the Company or the Trustee
shall have any liability for any obligation of the Company under the Indenture
or the Notes or for any claim based on, in respect of, or by reason of, any
such obligation or the creation of such obligation. The Indenture provides
that each Holder of Notes by accepting a Note waives and releases such Persons
from all such liability and such waiver and release is part of the
consideration for issuance of the Notes.
NO CLAIM AGAINST SUBSIDIARIES
The Company and the Holders acknowledge and agree as follows: (a)
the Notes and other Applicable Documents are an obligation of the Company only,
and the Holders have and will have no claim, right or demand against any
Subsidiary of the Company or any assets or properties of any Subsidiary of the
Company on or in respect of the Notes or other Applicable Documents; (b) the
Company is, and is capitalized as, a separate legal entity such that any claim,
right or demand by the Holders with respect to the assets and properties of any
Subsidiary of the Company would be solely as a creditor of a direct or indirect
shareholder of such Subsidiary and that such arrangement has been relied upon
by and is for the benefit of holders of Senior Indebtedness; (c) the Company's
direct and indirect Subsidiaries have no obligation to pay dividends to or to
make Investments in the Company, for the purpose of funding payment obligations
of the Company to the Holders or otherwise, (d) the Subsidiary Debt Documents
permit Subsidiaries of the Company to pay
- 39
-
<PAGE> 43
dividends to or to make Investments in the Company only in limited amounts and
under specified circumstances (provided that any and all such limitations shall
at all times be subject to the provisions of the "Restrictions Against
Limitations on Upstream Payments Covenant"); and (e) the Subsidiary Debt
Documents restrict the amendment of the Indenture, the Notes and the other
Applicable Documents without the consent of certain of the Bank Lenders.
DEFEASANCE AND DISCHARGE OF THE INDENTURE AND THE NOTES
If at any time the Company irrevocably deposits, or causes to be
deposited, in trust with the Trustee or a Paying Agent, at any time prior to
the stated maturity of the Notes or the date of redemption of all the
outstanding Notes, money and/or direct noncallable obligations of, or
guaranteed by, the United States of America in an amount sufficient (without
reinvestment thereof) to pay timely and discharge the entire principal of the
then outstanding Notes and all interest due thereon to maturity or redemption,
the Indenture shall cease to be of further effect as to all outstanding Notes
(except, among other things, as to (i) remaining rights of registration of
transfer and substitution and exchange of the Notes, (ii) rights of Holders to
receive payment of principal of and interest on the Notes when due, and (iii)
the rights, obligations and immunities of the Trustee).
TRANSFER AND EXCHANGE
A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. Neither the Company nor the Registrar shall be
required to issue, register the transfer of or exchange any Note (i) during a
period beginning at the opening of business on the day that the Trustee
receives notice of any redemption from the Company and ending at the close of
business on the day the notice of redemption is sent to Holders, (ii) selected
for redemption, in whole or in part, except the unredeemed portion of any Note
being redeemed in part may be transferred or exchanged, and (iii) during an
Offer if such Note is tendered pursuant to such Offer and not withdrawn.
The registered Holder of a Note will be treated as the owner of it
for all purposes.
AMENDMENT, SUPPLEMENT AND WAIVER
Except as provided in the next two paragraphs, the Indenture or the
Notes may be amended or supplemented with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange
offer for the Notes), and any existing Default or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for Notes).
Without the consent of each Holder affected, an amendment or waiver
shall not: (i) reduce the principal amount of Notes whose Holders must consent
to an amendment, supplement or waiver, (ii) reduce the principal of or change
the fixed maturity of any Note, or alter the provisions with respect to the
redemption of the Notes in a manner adverse to the Holders of the Notes, (iii)
reduce the rate of or change the time for payment of interest on any Note, (iv)
waive a Default or Event of Default in the payment of principal of, or premium,
if any, or interest on, the Notes (except that Holders of at least a majority
in aggregate principal amount of the then outstanding Notes may (a) rescind an
acceleration of the Notes that resulted from a non-payment default, and (b)
waive the payment default that resulted from such acceleration), (v) make any
Note payable in money other than that stated in the Notes, (vi) make any change
in the provisions of the Indenture relating to waivers of past Defaults or the
rights of Holders of Notes to receive payments of principal of, or premium, if
any, or interest on, the Notes, (vii) waive a redemption payment with respect
to any Note, (viii) make any change to the subordination provisions of the
Indenture that adversely affects Holders, or (viii) make any change in the
foregoing amendment and waiver provisions.
- 40
-
<PAGE> 44
Notwithstanding the foregoing, without the consent of any Holder of
Notes, the Company and the Trustee may amend or supplement the Indenture or the
Notes (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for
uncertificated Notes in addition to or in place of certificated Notes, (iii) to
provide for the assumption of the Company's obligations to Holders in the event
of any Disposition involving the Company in which the Company is not the
Surviving Person, (iv) to make any change that would provide any additional
rights or benefits to the Holders or that does not adversely affect the legal
rights under the Indenture of any such Holder, or (v) to comply with
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA.
CONCERNING THE TRUSTEE
If the Trustee becomes a creditor of the Company, the Indenture
contains certain limitations on the rights of the Trustee to obtain payment of
claims in certain cases or to realize on certain property received in respect
of any such claim as security or otherwise.
The Holders of a majority in aggregate principal amount of the then
outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
has occurred (and has not been cured), the Trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the
conduct of his own affairs. The Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of Notes, unless such Holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.
- 41 -
<PAGE> 45
ADDITIONAL INFORMATION
Anyone who receives this Prospectus may obtain a copy of the
Indenture without charge by writing to Great American Communications Company,
One East Fourth Street, Cincinnati, Ohio 45202, Attention: Secretary.
CERTAIN DEFINITIONS
The following definitions apply to terms used in the Indenture, and
in certain cases, have been modified by the Supplemental Indenture.
"Acquired Indebtedness" means, with respect to any specified Person
and any Person acquired by such specified Person, Indebtedness of the Acquired
Person existing at the time of the acquisition, including Indebtedness issued
in connection with or in contemplation of, such acquisition.
"Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control with") of any Person
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.
"Applicable Documents" means collectively the Purchase Agreement,
the Registration Rights Agreement, the Indenture and the Notes.
"Applicable Premium" means, with respect to any Note called for
redemption by the Company after a Change of Control, the greater of (i) 1.0% of
the then outstanding principal amount of such Note, and (ii) the total, if
greater than zero, of (A) the present value of all required interest and
principal payments due on such Note, computed using a discount rate equal to
the Treasury Rate plus 75 basis points, minus (B) the then outstanding
principal amount of such Note, minus (C) any accrued and unpaid interest paid
on such Note on the Redemption Date.
"Asset Sale" by any Person means any transfer, conveyance, sale,
lease or other disposition by such Person or any of its Subsidiaries (including
a consolidation or merger or other sale of any such Subsidiaries with, into or
to another Person in a transaction in which such Subsidiary ceases to be a
Subsidiary, but excluding a disposition by a Subsidiary of such Person to such
Person or a Wholly-Owned Subsidiary of such Person) of (i) shares of Capital
Stock (other than directors' qualifying shares) or other ownership interests of
a Subsidiary of such Person, (ii) substantially all of the assets of such
Person or any of its Subsidiaries or (iii) other assets or rights of such
Person or any of its Subsidiaries, whether owned on the date of this Indenture
or thereafter acquired, in one or more related transactions. The term "Asset
Sale" shall not include (i) any Permitted Disposition or (ii) any sale or
issuance by the Company of Qualified Capital Stock of the Company.
"Bank Agent Consent" means, with respect to any Asset Sale Payment,
the written consent of the Representative or Representatives of Holders of at
least a majority in outstanding principal amount of Indebtedness outstanding
under the Bank Credit Agreements (including unused commitments which, if
funded, would constitute Indebtedness under the Bank Credit Agreements)
delivered by such Representative or Representatives to the Company, with a copy
to the Trustee, prior to such Asset Sale Payment, pursuant to which such
Representative or Representatives consent to such Asset Sale Payment and,
consequently, the related permanent reduction (in the amount of such Asset Sale
Payment) of the amount of Designated Senior Debt available to be Incurred under
the Indenture. As of the Issue Date, The First National Bank of Boston would
be the Representative entitled to give the Bank Agent Consent.
"Bank Credit Agreements" means (i) the Loan Agreement, dated as of
August 20, 1993, and amended and restated as of November 30, 1993, among the
Company, Citicasters Co. (formerly known as Great American
- 42
-
<PAGE> 46
Television and Radio Company, Inc.), Great American Television and Radio
Holdings, Inc., Leisure Systems, Inc., Citicasters Corp. (formerly known as
Great American Broadcasting Company), Continental Bank, N.A. and The First
National Bank of Boston, as managing agents, and the lenders party thereto,
(ii) the loan documents relating to a $25,000,000 Senior Secured Three-Year
Revolving Credit and a $125,000,000 Senior Secured Seven-Year Reducing Revolver
under which Citicasters Co. is the borrower, Citicasters Corp. and the Company
are guarantors, The First National Bank of Boston is the Administrative Agent
and Continental Bank, N.A. is the Collateral Agent, (iii) each instrument
pursuant to which Obligations under the Bank Credit Agreements described in (i)
and (ii) above, or any subsequent Bank Credit Agreements, are amended,
deferred, extended, renewed, replaced, refunded or refinanced, in whole or in
part, and (iv) each instrument now or hereafter evidencing, governing,
guarantying or securing any Indebtedness under any Bank Credit Agreements, in
each case, as modified, amended, restated or supplemented from time to time.
"Bank Lenders" means the lenders under the Bank Credit Agreements.
"Broadcasting Station" means all related licenses, franchises and
permits issued under federal, state or local laws from time to time which
authorize a Person to receive or distribute, or both, over the airwaves, audio,
visual, or microwave signals within a geographic area for the purpose of
providing commercial broadcasting television or radio, together with all
Property owned or used in connection with the programming provided pursuant to,
and all interest of such Person to receive revenues from any other Person which
derives revenues from or pursuant to, said licenses, franchises and permits.
"Business Day" means any day other than a Legal Holiday in New York
City, New York or Hartford, Connecticut.
"Capital Expenditure" means any amount paid in connection with the
purchase or construction of any assets acquired (other than from an Affiliate)
or constructed after the date hereof (a) to the extent the purchase or
construction prices for such assets are or should be included in "addition to
property, plant or equipment" in accordance with GAAP and (b) if the
acquisition or construction of such assets is not part of any acquisition of a
Person.
"Capital Lease Obligation" of any Person means the obligation to
pay rent or other payment amounts under a lease of (or other Indebtedness
arrangements conveying the right to use) real or personal property of such
Person which is required to be classified and accounted for as a capital lease
or a liability on the face of a balance sheet of such Person in accordance with
GAAP. The stated maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty. Capital Lease Obligation shall not include payments due under any
Film Contracts.
"Capital Stock" of any Person means any and all shares, interests,
rights, participations, each class of common stock and preferred stock of such
Person and/or other equivalents (however designated) of corporate stock or
equity participations, including each class of common stock and preferred stock
of such Person and partnership interests, whether general or limited, of such
Person.
"Cash Equivalents" means:
(a) marketable obligations issued or unconditionally guaranteed
by the United States government, in each case maturing within 360
days after the date of acquisition thereof;
(b) marketable direct obligations issued by any state of the
United States or any political subdivision of any such state or any
public instrumentality thereof maturing within 360 days after the
date of acquisition thereof and, at the time of acquisition, having
the highest rating obtainable from either Standard & Poor's
Corporation or Moody's Investors Service, Inc.;
- 43
-
<PAGE> 47
(c) commercial paper maturing no more than 360 days after the
date of acquisition thereof, issued by a corporation organized
under the laws of any state of the United States or of the District
of Columbia and, at the time of acquisition, having a rating in one
of the two highest rating categories obtainable from either
Standard & Poor's Corporation or Moody's Investors Service, Inc.;
(d) money market funds whose investments are made solely in
securities described in clause (a) maturing within one (1) year
after the date of acquisition thereof;
(e) certificates of deposit maturing within 360 days after the
date of acquisition thereof, issued by any commercial bank that is
a member of the Federal Reserve System that has capital, surplus
and undivided profits (as shown on its most recent statement of
condition) aggregating not less than $100,000,000 and is rated A or
better by Moody's Investors Service, Inc. or Standard & Poor's
Corporation; and
(f) repurchase agreements entered into with any commercial bank
of the nature referred to in clause (e), secured by a fully
perfected Lien in any obligation of the type described in any of
clauses (a) through (e), having a fair market value at the time
such repurchase agreement is entered into of not less than 100% of
the repurchase obligation thereunder of such commercial bank.
"Change of Control" means any transaction or series of transactions
in which any of the following occurs: (i) any Person or group (within the
meaning of Rule 13d-3 under the Exchange Act and Sections 13(d) and 14(d) of
the Exchange Act), other than (a) AFC or (b) funds managed by Fidelity
Management & Research Company or any of its Affiliates, becomes the direct or
indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)
of (A) greater than 50% of the total voting power (on a fully diluted basis as
if all convertible securities had been converted) entitled to vote in the
election of directors of the Company or GATR, or the Surviving Person (if other
than the Company), or (B) greater than 20% of the total voting power (on a
fully diluted basis as if all convertible securities had been converted)
entitled to vote in the election of directors of the Company or GATR, or the
Surviving Person (if other than the Company), and such Person or group has the
ability to elect, directly or indirectly, a majority of the members of the
Board of Directors of the Company; or (ii) the Company or GATR consolidates
with or merges into another Person, another Person consolidates with or merges
into the Company or GATR, the Company or GATR issues shares of its Capital
Stock or all or substantially all of the assets of the Company or GATR are
sold, assigned, conveyed, transferred, leased or otherwise disposed of to any
Person as an entirety or substantially as an entirety in one transaction or a
series of related transactions and the effect of such consolidation, merger,
issuance or sale is as described in clause (i) above. Notwithstanding the
foregoing, no Change of Control shall be deemed to have occurred by virtue of
(I) the company or
- 44 -
<PAGE> 48
any of its employee benefit or stock plans filing (or being required to file
after the lapse of time) a Schedule 13D or 14D-1 (or any successor or similar
schedule, form or report under the Exchange Act) or (II) the purchase by one or
more underwriters of Capital Stock of the Company in connection with a Public
Offering.
"Consolidated Interest Expense" means, with respect to any Person,
for any period, the aggregate amount, to the extent such amount was deducted in
computing Consolidated Net Income, of interest, whether expensed or
capitalized, paid, accrued or scheduled to be paid or accrued during such
period (except to the extent accrued in a prior period) in respect of all
Indebtedness of such Person and its subsidiaries (including, without
duplication, original issue discount on any Indebtedness (including, in the
case of the Company, any original issue discount on the Notes) to the extent
attributable to such period), net of interest income. For purposes of this
definition, (a) interest on a Capital Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by the Board of Directors of
such Person (as evidenced by a Board Resolution) to be the rate of interest
implicit in such Capital Lease Obligation in accordance with GAAP, and (b)
interest shall be increased or reduced by the net cost (including amortization
of discount) or benefit associated with Interest Rate or Currency Protection
Agreements attributable to such period.
"Consolidated Net Income," with respect to any Person and its
subsidiaries, for any period, means the aggregate of the net income (or loss)
of such Person and its subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP; provided that (a) the net income of any
other Person in which such Person or any of its subsidiaries has an interest
(which interest does not cause the net income of such other Person to be
consolidated with
- 45 -
<PAGE> 49
the net income of such Person and its subsidiaries in accordance with GAAP)
shall be included only to the extent of the amount of dividends or
distributions actually paid to such Person or such subsidiary by such other
Person in such period; (b) the net income of any subsidiary of such Person that
is subject to any Payment Restriction shall be excluded to the extent such
Payment Restriction actually prevented the payment of an amount that otherwise
could have been paid to, or received by, such Person or a subsidiary of such
Person not subject to any Payment Restriction, provided, however, that with
respect to the Consolidated Net Income of the Company, the Consolidated Net
Income of the Company's Subsidiaries shall not be so excluded, notwithstanding
the existence of any such Payment Restriction, so long as the terms of any such
Payment Restriction limiting the payment of dividends by the Company's
Subsidiaries are not more restrictive at the time of determination of Consoli-
dated Net Income than the Payment Restrictions limiting such payment of
dividends in effect on the Issue Date; and (c) there shall be excluded the
following: (i) such Person's share, determined in accordance with GAAP, of the
net loss of any other Person in which such Person or any of its subsidiaries
has an interest (which interest does not cause the net loss of such other
person to be consolidated with the net income or loss of such Person and its
subsidiaries in accordance with GAAP), (ii) the net income (or loss) of any
other Person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition, (iii) all gains realized upon or in
connection with or as a consequence of the issuance of the Capital Stock of
such Person or any of its subsidiaries and any gains on pension reversions
received by such Person or any of its subsidiaries, (iv) all gains and losses,
together with any related provision for taxes, realized in connection with any
sale of assets by such Person during such period (including, without
limitation, dispositions pursuant to sale and leaseback transactions), and (v)
all extraordinary gains or losses, together with any related provision for
taxes, realized by such Person during such period and (vi) the cumulative
effect of a change in accounting principles in the year of adoption of such
change.
"Cumulative Operating Cash Flow" means the Operating Cash Flow of
the Company and its Subsidiaries for the period beginning January 1, 1994,
through and including the end of the most recently ended fiscal quarter (taken
as one accounting period) preceding the date of any proposed Restricted
Payment.
"Cumulative Total Interest Expense" means the Total Interest
Expense of the Company and its Subsidiaries for the period beginning January 1,
1994, through and including the end of the most recently ended fiscal quarter
(taken as one accounting period) preceding the date of any proposed Restricted
Payment.
"Debt to Operating Cash Flow Ratio" means, with respect to any
date, the ratio of (a) the aggregate amount of all outstanding Indebtedness of
the Company and its Subsidiaries as of such date on a consolidated basis to (b)
Operating Cash Flow of the Company and its Subsidiaries on a consolidated basis
for the four most recent full fiscal quarters ending immediately prior to such
date, determined on a pro forma basis after giving effect to all acquisitions
or dispositions (whether by merger, consolidation, purchase or sale of
securities or assets or otherwise) of any business or assets made by the
Company and its Subsidiaries from the beginning of such four-quarter period
through such date as if such acquisition or disposition had occurred at the
beginning of such four-quarter period.
"Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.
"Designated Senior Debt" means (a) up to an aggregate of
$150,000,000 principal amount of (i) Indebtedness outstanding under the Bank
Credit Agreements and (ii) Senior Indebtedness (other than Designated Senior
Debt), outstanding at any one time, provided, however, that such amount shall
be decreased by (A) the aggregate amount of Asset Sale Payments made by the
Company, provided that a reduction described in this clause (A) that would
otherwise be caused by a particular Asset Sale Payment will not be effective
without a Bank Agent Consent with respect to such Asset Sale Payment if the
effect of such reduction would be to reduce the amount of Designated Senior
Debt available to be incurred under the Indenture to an amount lower than the
amount of Indebtedness outstanding under the Bank Credit Agreement as of the
applicable Determination Time (including unused commitments which the Bank
Lenders are unconditionally obligated to fund at the Determination Time and
which, if funded, would constitute Designated Senior Debt) and (B) the
aggregate amount of Excess Proceeds from Asset Sales applied to permanently
reduce Designated Senior Debt following Asset Sales and (b) any interest,
penalties, fees, indemnifications, reimbursements, damages and other similar
charges (including, but not limited to, all fees and expenses of counsel and
all other charges, fees and expenses) payable under the Bank Credit Agreements
and includes (i) the Senior Bank Debt, and (ii), without duplication, the WGHP
Debt. The Supplemental Indenture will modify the definition of "Designated
Senior Debt" to mean up to $150 million principal amount of Senior Indebtedness
outstanding at any one time. Such amount will be reduced by an amount equal to
the Excess Proceeds from any Asset Sale other than the sales of the Company's
six presently owned television Stations to the extent that such Excess Proceeds
are used to make Asset Sale Payments. During the 360-day period following the
Company's receipt of such Excess Proceeds, the Company may use such Excess
Proceeds to temporarily reduce Designated Senior Debt. To the extent that the
Company shall not have used or committed to use any of such Excess Proceeds
within such 360-day period, Designated Senior Debt shall be deemed to be
permanently reduced by the amount of such unused or uncommitted amount.
"Disposition" means, with respect to any Person, any merger,
consolidation or other business combination involving such Person (whether or
not such Person is the Surviving Person) or the sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of such
Person's assets in one transaction or a series of related transactions.
"Disqualified Capital Stock" means, (i) with respect to any Person,
any Capital Stock of such Person or its subsidiaries that, by its terms, by the
terms of any agreement related thereto or by the terms of any security into
which it is convertible, puttable or exchangeable, is, or upon the happening of
an event or the passage of time would be, required to be redeemed or
repurchased by such Person or its subsidiaries, including at the option of the
Holder, in whole or in part, or has, or upon the happening of an event or
passage of time would have, a redemption or similar payment due, on or prior to
the stated maturity date of the Notes, or (ii) any other Capital Stock of such
Person or its subsidiaries designated as Disqualified Capital Stock by such
Person at the time of issuance.
"Excess Proceeds" means with respect to any Asset Sale by any
Person, the proceeds thereof in the form of cash (including any cash received
by way of deferred payment pursuant to, or amortization of, a note or
installment receivable or otherwise, but only if, as and when received, and
cash received upon sale of securities or other Property or assets received as
consideration with respect to such Asset Sale, except to the extent that any of
the foregoing are financed or sold with recourse to the Company or any
Subsidiary) net of (i) brokerage commissions and other reasonable fees and
expenses (including fees and expenses of counsel and investment bankers)
related to such Asset Sale, (ii) provisions for all taxes payable as a result
of such Asset Sale, (iii) payments made to retire Senior Indebtedness where
such payments re required by the instrument governing such Indebtedness, (iv)
amounts required to be paid to any person (other than the Company or any
Subsidiary) owning a beneficial interest in the Property or assets the subject
of such Asset Sale and (v) appropriate amounts to be provided by the Company or
any Subsidiary, as the case may be, as a reserve, in accordance with GAAP,
against any liabilities associated with such Asset Sale and retained by the
Company or any Subsidiary, as
- 46 -
<PAGE> 50
the case may be, after such Asset Sale, including, without limitation, pension
and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale, all as reflected in an Officers' Certificate
delivered to the Trustee.
"Film Contracts" means contracts with suppliers that convey the
right to broadcast specified films, videotape motion pictures, syndicated
television programs or sports or other programming.
"GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such entity as may be approved by a significant segment of the
accounting profession, which are applicable to the circumstances as of the date
of determination, consistently applied.
"Governmental Body" means any nation or government, any state or
other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and any court or arbitrator.
"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Indebtedness of any other Person
(the "Primary Obligor") in any manner, whether directly or indirectly, and
including, without limitation, any obligation of such Person, (i) to purchase
or pay (or advance or supply funds, for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of)
any security for the payment of such Indebtedness, (ii) to purchase property,
securities or services for the purpose of assuring the Holder of such
Indebtedness of the payment of such Indebtedness, or (iii) to maintain working
capital, equity capital or other financial statement, condition or liquidity of
the Primary Obligor so as to enable the Primary Obligor to pay such
Indebtedness (and "Guaranteed," "Guaranteeing" and "Guarantor" shall have
meanings correlative to the foregoing); provided, however, that the Guarantee
by any Person shall not include endorsements by such Person for collection or
deposit, in either case, in the ordinary course of business.
"Incur" means, with respect to any Indebtedness or other obligation
of any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Indebtedness or other obligation on the balance sheet of such
Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have
meanings correlative to the foregoing); PROVIDED, HOWEVER, that a change in
GAAP that results in an obligation of such Person that exists as such time
becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness.
"Indebtedness" means, with respect to any person, (i) all
liabilities, contingent or otherwise, of such Person (a) for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of
such Person or only to a portion thereof and whether short-term or long-term,
secured or unsecured), (b) evidenced by bonds, notes, debentures, drafts
accepted or similar instruments or letters of credit (including such
liabilities representing the balance deferred and unpaid of the purchase price
of any property, other than any such liability that represents an account
payable or any other monetary obligation to a trade creditor created, incurred,
assumed or guaranteed by such Person in the ordinary course of business in
connection with obtaining goods, materials or services, which account is not
overdue according to the original terms of sale, unless such account payable is
being contested in good faith), (c) for the payment of money relating to
Capital Lease Obligations; or (d) under the terms of any amendment, renewal,
extension or refunding of any liability of the types referred to in the
preceding clauses (a), (b) or (c); (ii) the maximum fixed repurchase price of
all Disqualified Capital Stock of such Person or, if there is no such maximum
fixed repurchase price, the liquidation preference of such Disqualified Capital
Stock, plus accrued but unpaid dividends; (iii) reimbursement obligations of
such Person with respect to letters of credit or bankers' acceptances issued
for the benefit of such Person; (iv) net obligations of such Person with
respect to Interest Rate or Currency Protection Agreements; (v) all liabilities
of others of the kind described in the preceding clause (i), (ii), (iii) or
(iv) that such Person has Guaranteed or that is otherwise its legal liability;
and (vi) all obligations of others secured by a Lien to which any of the
Property or assets of such Person are subject (other than obligations of a
lessor under any operating lease pursuant to which the Company or any of its
Subsidiaries leases Property,
- 47 -
<PAGE> 51
if such lessor grants a Lien on such lease to secure such lessor's
Indebtedness), whether or not the obligations secured thereby shall have been
assumed by such Person or shall otherwise be such Person's legal liability
(PROVIDED that if the obligations so secured have not been assumed by such
person or are not otherwise such person's legal liability, such obligations
shall be deemed to be in an amount equal to the fair market value of such
properties or assets, as determined in good faith by the Board of Directors of
such Person, which determination shall be evidenced by a Board Resolution).
For purposes of the preceding sentence, the "maximum fixed repurchase price" of
any Disqualified Capital Stock that does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock (or any equity security for which it may be
exchanged or converted), such fair market value shall be determined in good
faith by the Board of Directors of such Person, which determination shall be
evidenced by a Board Resolution. For purposes hereof, Indebtedness incurred by
any Person that is a general partnership (other than non-recourse Indebtedness)
shall be deemed to have been incurred by the general partners of such
partnership pro rata in accordance with their respective interests in the
liabilities of such partnership unless any such general partner shall, in the
reasonable determination of the Board of Directors of the Company, be unable to
satisfy its pro rata share of the liabilities of the partnership, in which case
the pro rata share of any Indebtedness attributable to such partner shall be
deemed to be incurred at such time by the remaining general partners on a pro
rata basis in accordance with their interests.
"Independent Financial Advisor" means a reputable accounting,
appraisal or a nationally recognized investment banking firm that is, in the
reasonable judgment of the Board of Directors of the Company, qualified to
perform the task for which such firm has been engaged hereunder and
disinterested and independent with respect to the Company and its Affiliates.
"Insolvency or Liquidation Proceeding" means, with respect to any
Person, (i) any insolvency or bankruptcy or similar case or proceeding, or any
reorganization, receivership, liquidation, dissolution or winding up of such
Person, whether voluntary or involuntary, or (ii) any assignment for the
benefit of creditors or any other marshalling of assets and liabilities of such
Person.
"Interest Differential" means, with respect to any Insolvency or
Liquidation Proceeding involving the Company, the difference between the rate
of interest on the Notes and the rate of interest on the Indebtedness
outstanding under the Bank Credit Agreements immediately prior to the
commencement of such Insolvency or Liquidation Proceeding, excluding in each
case any increase in the rate of interest resulting from any default or event
of default.
"Interest Rate or Currency Protection Agreement" means any interest
rate swap agreement, interest rate cap agreement, currency swap agreement or
other financial agreement or arrangement designed to protect the Company or any
Subsidiary against fluctuations in interest rates or currency exchange rates
and which shall have a notional amount no greater than the payments due with
respect to Indebtedness being hedged thereby.
"Investment" by any Person in any other Person means any investment
by such Person in such other Person, whether by a purchase of assets, in any
transaction or series of related transactions, individually or in the
aggregate, purchase of Capital Stock, capital contribution, loan, advance
(other than reasonable loans and advances to employees for moving and travel
expenses, as salary advances, and other similar customary expenses incurred, in
each case in the ordinary course of business consistent with past practice) or
similar credit extension constituting Indebtedness of such other Person, and
any Guarantee of Indebtedness of such other Person.
"Issue Date" means February 18, 1994, the date of the original
issuance of the Series A Notes.
"Lien" means any mortgage, pledge, encumbrance, charge or adverse
claim affecting title or resulting in an encumbrance against real or personal
property, or a security interest of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell which is intended to constitute or create a security
interest, mortgage, pledge or lien, and any filing of or agreement to give any
financing
- 48 -
<PAGE> 52
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction); provided that in no event shall a true operating (as opposed to
financing) lease be deemed to constitute a Lien hereunder.
"Material Adverse Effect" means a material adverse effect on the
business, Property, operations, conditions (financial or otherwise) or
prospects of the Company or the Company and its Subsidiaries taken as a whole.
"Net Proceeds" shall mean with respect to any Public Offering, the
aggregate net cash proceeds received by the Company, after payment of expenses,
commissions and the like incurred in connection therewith.
"Obligations" with respect to any instrument or agreement means any
and all principal, interest, penalties, premiums, fees, indemnifications,
reimbursements, damages and other charges, obligations and liabilities existing
from time to time under such instrument or agreement, whether direct or
indirect, joint or several, actual, absolute or contingent, matured or
unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law or otherwise, including any obligations or
liabilities to repay, redeem, repurchase, retire, acquire or defease any
Indebtedness under such instrument or agreement, or any obligation to establish
a sinking fund for any such purpose.
"Offer" means a offer by the Company to repurchase Notes after any
Change of Control Trigger Date or Asset Sale Trigger Date.
"Officer" means, with respect to any Person, the President, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice
President of such Person.
"Officers' Certificate" means a certificate signed by two Officers,
one of whom must be the President, the Treasurer, a Vice-President or the
Secretary of the Company.
"Operating Cash Flow" means, with respect to any period the
Consolidated Net Income of the Company and its Subsidiaries for such period,
plus (a) provision for taxes based on income or profits, to the extent such
provision for taxes was included in computing such Consolidated Net Income,
plus (b) Consolidated Interest Expense for such period, plus (c) depreciation,
amortization and all other non-cash charges, to the extent such depreciation,
amortization and other non-cash charges were deducted in computing such
Consolidated Net Income (including amortization of goodwill and other
intangibles, but excluding amortization of Film Contracts and write-downs of
Film Contracts).
"Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee.
"PARI PASSU", when used with respect to the Indebtedness ranking of
any Indebtedness of any Person in relation to other Indebtedness of such
Person, means that each such Indebtedness (a) either (i) is not subordinated or
junior in right of payment to any other Indebtedness of such Person or (ii) is
subordinate in right of payment to the same Indebtedness of such Person as is
the other and is so subordinate to the same extent and (b) is not subordinate
in right of payment to the other or to any Indebtedness of such Person as to
which the other is not so subordinate.
"Pari Passu Indebtedness" means any Indebtedness of the Company
whether outstanding at the Issue Date or Incurred thereafter, which (a) ranks
pari passu with the Notes and (b) by its terms, or by the terms of any
agreement or instrument pursuant to which such Indebtedness is Incurred, (i)
does not provide for payments of principal of such Indebtedness at the final
stated maturity thereof or by way of a sinking fund applicable thereto or by
way of any mandatory redemption, retirement or repurchase thereof by the
Company (including any redemption, retirement or repurchase which is contingent
upon events or circumstances, but excluding any retirement required by virtue
of acceleration of such Indebtedness upon an event of default thereunder), in
each case prior to the final stated maturity of the Notes and (ii) does not
permit redemption or other retirement (including pursuant to an offer to
purchase made by the issuer) of such other Indebtedness at the option of the
Holder thereof prior to the final stated maturity of the Notes, other than a
redemption or other retirement at the option of the Holder of such Indebtedness
(including pursuant to an offer to purchase made by
- 49 -
<PAGE> 53
the issuer) which is conditioned upon the change of control of the Company
pursuant to provisions substantially similar to those contained in "Mandatory
Offers to Repurchase Notes -- Charge of Control".
"Payment Restriction" means, with respect to a subsidiary of any
Person, any encumbrance, restriction or limitation, whether by operation of the
terms of its charter or by reason of any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation, on the ability of (i)
such subsidiary to (a) pay dividends or make other distributions on its Capital
Stock or make payments on any obligation, liability or Indebtedness owed to
such Person or any other subsidiary of such Person, (b) make loans or advances
to such Person or any other subsidiary of such Person, or (c) transfer any of
its properties or assets to such Person or any other subsidiary of such Person,
or (ii) such Person or any other subsidiary of such Person to receive or retain
any such (a) dividends, distributions or payments, (b) loans or advances, or
(c) transfer of properties or assets.
"Permitted Disposition" means (i) any transfer, conveyance, sale,
lease or other disposition (a "sale") by the Company or any of its Subsidiaries
of its inventory in the ordinary course of its business; (ii) any sale by the
Company or any of its Subsidiaries in the ordinary course of its business of
its equipment or other tangible Property that is obsolete or no longer useful
or necessary to its business; (iii) any sale by the Company or any of its
Subsidiaries in the ordinary course of its business, and in a manner consistent
with its customary and usual cash management practices, of its Permitted
Investments of the kind described in clause (iii) of the definition thereof;
(iv) the creation or incurrence of any Liens in any Property of the Company or
any of its Subsidiaries that are permitted by the Indenture and (v) any sale of
Property by or at the direction of a secured party holding a Lien on such
Property, which Lien is permitted by the Indenture, pursuant to the exercise by
such secured party of its rights as a creditor.
"Permitted Investment" by any Person means (i) any Related Business
Investment, (ii) Investments in securities or other Property not constituting
cash or Cash Equivalents and received in connection with an Asset Sale, to the
extent permitted by "Mandatory Offers to Repurchase Notes -- Asset Sales" or
any other disposition of assets not constituting an Asset Sale, (iii) cash and
Cash Equivalents, (iv) Investments existing on the Issue Date, (v) Investments
by any Subsidiary in other Subsidiaries, (vi) Investments by the Company in any
of its Subsidiaries required by any instrument or agreement governing Senior
Indebtedness to the extent that such Investments consist of (A) performance
under Guarantees Incurred by the Company in compliance with the Indenture with
respect to Indebtedness of its Subsidiaries not Incurred in violation of the
Indenture or (B) Liens securing the Company's Obligations with respect to any
Guarantee described in the foregoing clause (A), (vii) Investments in the form
of accounts receivable arising from sales of goods or services in the ordinary
course of business, provided that for any accounts receivable that are more
than 120 days overdue, appropriate reserves or allowances have been established
in accordance with GAAP and (viii) Investments in the form of advances or
prepayments to suppliers or employees in the ordinary course of business.
"Permitted Liens" shall mean (i) Liens for taxes, assessments, and
similar governmental charges to the extent (A) not delinquent or (B) being
contested in good faith by appropriate proceedings and as to which reserves
have been set aside to the extent required by GAAP; (ii) statutory Liens of
landlords and carriers, warehousemen, mechanics, suppliers, materialmen,
repairmen, or other like Liens arising in the ordinary course of business and
with respect to amounts not yet delinquent or being contested in good faith by
appropriate process of law, and for which a reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made; (iii)
pledges or deposits in the ordinary course of business to secure lease
obligations or nondelinquent obligations under workers' compensation,
unemployment insurance or other social security benefits; (iv) Liens to secure
the performance of public statutory obligations that are not delinquent, appeal
bonds, performance bonds or other obligations of a like nature (other than for
borrowed money); (v) zoning restrictions, easements, rights-of-way,
restrictions, minor defects or irregularities in title and other similar
charges or encumbrances not interfering in any material respect with the
business of the Company or any Subsidiary incurred in the ordinary course of
business; (vi) Liens in respect of purchase money Indebtedness incurred to
acquire furniture, fixtures, equipment or other operating assets provided that
(A) such Liens are limited to the assets acquired after January 1, 1994 and (B)
the principal amount of the Indebtedness secured by such Lien does not exceed
the acquisition cost of such assets, (vii) Liens securing Indebtedness which
secure assets leased pursuant to Capital Lease Obligations, (viii) Liens on any
assets of any Acquired Person securing Acquired Indebtedness which assets or
Acquired Person are acquired by the Company or a Subsidiary subsequent to the
date of the Indenture, and which Liens were in
- 50 -
<PAGE> 54
existence on or prior to the acquisition of such assets or Acquired Person (to
the extent that such Liens were not created in connection with or in
contemplation of such acquisition), provided that such Liens are limited to the
assets or Acquired Person so acquired and the proceeds thereof, and (ix) Liens
imposed pursuant to condemnation or eminent domain or substantially similar
proceedings; provided that in the case of clauses (vi) (vii) and (viii), any
Indebtedness secured by such Liens was not Incurred in violation of the
"Limitation on Indebtedness" covenant.
"Person" means an individual, a partnership, a corporation, a
business trust, a joint stock company, a trust, an unincorporated association,
a joint venture, a Governmental Body or any other entity of whatever nature.
"Post-Petition Interest" means, with respect to any Indebtedness of
any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument
creating, evidencing or governing such Indebtedness, whether or not, pursuant
to applicable law or otherwise, the claim for such interest is allowed as a
claim in such Insolvency or Liquidation Proceeding.
"Preferred Stock" as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
that is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.
"Principal" of a debt security means the principal of the security
including the premium, if any, on the Security.
"Property" means all types of real, personal, tangible, intangible
or mixed property.
"Public Offering" means a firm commitment underwritten primary
public offering of Capital Stock of the Company.
"Purchase Agreement" means, collectively, all of the several Note
Purchase Agreements dated as of February 3, 1994, whereby the Company agreed to
issue and sell and the various Purchasers named in such agreements agreed to
purchase, in the aggregate, $200,000,000 in principal amount of Notes, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof.
"Qualified Capital Stock Proceeds" shall mean, with respect to any
Person, (a) in the case of any sale of Qualified Capital Stock (other than
pursuant to a transaction in which such Person Incurs any Indebtedness incurred
in connection with the issuance or acquisition of such Capital Stock), the
aggregate net cash proceeds received by such Person, net of attorney's fees,
accountant's fees and brokerage, consultation, underwriting and other fees and
expenses actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof or (b) in the case of any exchange,
exercise, conversion or surrender of any Indebtedness of such Person issued for
cash after the date of the Indenture for or into shares of Qualified Capital
Stock of such Person, the net book value of such Indebtedness as adjusted on
the books of such Person to the date of such exchange, exercise, conversion or
surrender, plus any additional amount paid by the security Holder to such
Person upon such exchange, exercise, conversion or surrender and less any and
all payments made to the security Holders, and all other expenses (including
commissions and the like) incurred by such Person in connection therewith.
"Redemption Date" when used with respect to any Note to be
redeemed, means the date fixed for such redemption pursuant to the Indenture
and the Notes.
"Redemption Price" when used with respect to any Note to be
redeemed, means the price fixed for such redemption pursuant to the Indenture
and the Notes.
"Refinancing Indebtedness" means Indebtedness of the Company or any
of its Subsidiaries Incurred or given in exchange for, or the proceeds of which
are used to, extend, refinance, renew, replace, substitute, defease or refund
any
- 51 -
<PAGE> 55
other Indebtedness of the Company or any of its Subsidiaries (and related
interest, premium, penalties, breakage costs, fees, expenses and other amounts
owing in respect of such Indebtedness, to the extent permitted to be Incurred
by the Indenture) Incurred in accordance with the terms of the Indenture.
"Related Business Investments" means (i) any Investment by a Person
in any other Person substantially all of whose revenues are derived from the
operation of one or more Broadcasting Stations or from the sale of advertising
time or the delivery, transmission or dissemination of entertainment or
information to public viewers or subscribers, so long that, as a result of such
Investment, (A) such Person becomes a Wholly-Owned Subsidiary, or (B) such
Person either (1) is merged, consolidated or amalgamated with or into the
Company or one of its Wholly-Owned Subsidiaries and the Company or such
Wholly-Owned Subsidiary is the surviving person, or (2) transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or one
of its Wholly-Owned Subsidiaries; (ii) the acquisition of all or substantially
all the assets of any Broadcasting Station; and (iii) any Capital Expenditure
or Investment, in each case reasonably related to the business of selling
advertising time or delivering, transmitting or disseminating entertainment or
information to public viewers or subscribers.
"Reorganization Securities" means, with respect to any Insolvency
or Liquidation Proceeding involving the Company, Capital Stock or other
securities of the Company as reorganized or readjusted (or Capital Stock or any
other securities of any other Person (other than a Subsidiary of the Company,
unless the Company is no longer in existence and such Subsidiary is the
Surviving Person)), provided for by a plan of reorganization or readjustment
and the payment of all of which Capital Stock or other securities is
subordinated, at least to the same extent as the Notes, to the payment of all
outstanding Senior Indebtedness after giving effect to such plan of
reorganization or readjustment; provided, however, that, (i) if Capital Stock,
such securities shall have no mandatory repurchase, redemption, prepayment,
sinking fund, or dividend obligations prior to six months following the final
scheduled maturity date if all Senior Indebtedness (as defined by such plan of
reorganization or readjustment), and (ii) if debt securities: (A) such
securities shall not provide for amortization (including sinking fund and
mandatory redemption, repurchase, retirement, defeasance or prepayment
provisions) commencing prior to six months following the final scheduled
maturity of all Senior Indebtedness of the Company (as modified by such plan of
reorganization or readjustment); (B) if the rate of interest on such securities
is fixed, such rate of interest shall not exceed the greater of (1) the rate of
interest on the Notes and (2) the sum of the rate of interest on the
Indebtedness outstanding under the Bank Credit Agreements on the effective date
of such plan of reorganization or readjustment and the Interest Differential;
(C) if the rate of interest on such securities floats, such rate of interest
shall not exceed at any time the sum of the interest rate on the indebtedness
outstanding under the Bank Credit Agreements at such time and the Interest
Differential; (D) such securities shall not have covenants or default
provisions materially more burdensome to the Company than those in effect with
respect to the Notes on the Issue Date; and (E) no Subsidiary of the Company
(or the Surviving Person, if other than the Company) has any obligation, direct
or indirect, to make, grant or Incur any Lien securing any payment or
distribution of any kind in respect of any Reorganization Securities.
"Representative" means, with respect to any Senior Indebtedness,
the agent or other representative(s), if any, of Holders of such Senior
Indebtedness.
"Restricted Payment" means, with respect to any Person, without
duplication: (i) any dividend or other distribution, whether in cash or in
Property or securities, declared or paid on any shares of such Person's Capital
Stock (other than (A) in the case of the Company, dividends or distributions
payable solely in shares of Qualified Capital Stock of the Company or options,
warrants or other rights to acquire Qualified Capital Stock of the Company and
(B) any dividends, distributions or other payments made to the Company or a
Wholly-Owned Subsidiary by a Subsidiary), or the making by such Person or any
of its subsidiaries of any other distribution in respect of, such Person's
Capital Stock or any warrants, rights or options to purchase or acquire shares
of any class of such Capital Stock (other than exchangeable or convertible
Indebtedness of such person); (ii) the redemption, repurchase, retirement or
other acquisition for value by such Person or any of its subsidiaries, directly
or indirectly, of such person's Capital Stock (and, in the case of a
Subsidiary, Capital Stock of the Company) other than Capital Stock owned by the
Company or a Wholly-Owned Subsidiary or any warrants, rights or options to
purchase or acquire shares of any class of such Capital Stock (other than
exchangeable or convertible Indebtedness of such Person), and other than, in
the case of the Company, through the
- 52 -
<PAGE> 56
issuance in exchange therefor solely of Qualified Capital Stock of the Company;
(iii) any payment to purchase, redeem, defease or otherwise acquire or retire
for value any Pari Passu Indebtedness or Subordinated Indebtedness (other than
with the proceeds of Refinancing Indebtedness permitted under the Indenture),
except in accordance with the mandatory redemption or repayment provisions set
forth in the original documentation governing such Indebtedness; and (iv) any
Investment other than Permitted Investments.
"Senior Agent" means (i) until all Indebtedness under the Bank
Credit Agreements is paid in full in cash, the administrative agent (or the
institution performing similar functions) under the Bank Credit Agreement under
which the greatest aggregate principal amount of Indebtedness is outstanding,
and (ii) if all Indebtedness under the Bank Credit Agreements has been paid in
full, the person (or the Representative of the persons) holding the greatest
amount of Senior Indebtedness.
"Senior Indebtedness" means and includes all principal of, premium
and interest (including Post-Petition Interest) on and other Obligations with
respect to (i) Designated Senior Debt and (ii) any other Indebtedness of the
Company (other than as otherwise provided in this definition), whether
outstanding on the Issue Date or thereafter Incurred, other than the Notes;
PROVIDED, HOWEVER, that the following shall not constitute Senior Indebtedness:
(A) any Indebtedness which by the terms of the instrument creating or
evidencing the same is PARI PASSU, subordinated or junior in right of payment
to the Notes in any respect, (B) that portion of any Indebtedness Incurred in
violation of the Indenture, (C) any Preferred Stock, or (D) any Indebtedness of
the Company (other than Designated Senior Debt) which is subordinated to or
junior in right of payment in any respect to any other Indebtedness of the
Company. Without limiting the generality of the foregoing, "Senior
Indebtedness" shall include the principal of, premium, if any, and interest
(including Post-Petition Interest) and all other Obligations of every nature of
the Company and its Subsidiaries from time to time in respect of Designated
Senior Debt; PROVIDED, HOWEVER, that any Indebtedness under any refinancing,
refunding or replacement of the Designated Senior Debt shall not constitute
Senior Indebtedness to the extent that the Indebtedness thereunder is by its
express terms subordinate to any other Indebtedness of the Company (other than
Designated Senior Debt). Notwithstanding the foregoing, "Senior Indebtedness"
shall not include (1) Indebtedness evidenced by the Notes, (2) Indebtedness
which when incurred and without respect to any election under Section 1111(b)
of Title 11, United States Code, is without recourse to the Company, (3) any
liability for foreign, federal, state, local or other taxes owed or owing by
the Company, (4) Indebtedness of the Company to the extent such liability
constitutes Indebtedness to a Subsidiary or any other Affiliate of the Company
or any of such Affiliate's subsidiaries, (5) Indebtedness for the purchase of
goods or materials in the ordinary course of business or (6) Indebtedness owed
by the Company for compensation to employees or for services.
"Significant Subsidiary" means, with respect to any Person, any
Subsidiary of such Person that would be (i) a "significant subsidiary" as
defined in (a) or (b) of the definition of that term in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the Issue Date or (ii) material to the business, condition
(financial or other), business, operations or prospects of the Company and its
Subsidiaries taken as a whole.
"Subordinated Indebtedness" means Indebtedness of the Company which
is subordinated or junior in right of payment to the Notes.
"Subordinated Obligations" means all Indebtedness and other
Obligations of the Company or any of its Subsidiaries, contingent or otherwise,
now or hereafter existing under or in respect of the Notes (pursuant to the
terms thereof or any other agreement or instrument relating thereto), the
Indenture, or any of the other Applicable Documents.
"Subsidiary" means any corporation, association, partnership, joint
venture or other business entity of which the Company and/or any Subsidiary of
the Company, directly or indirectly, either (a) in respect of a corporation,
owns or controls more than 50% of the outstanding Capital Stock having ordinary
voting power to elect a majority of the board of directors or similar managing
body, irrespective of whether or not a class or classes shall or might have
voting power by reason of the happening of any contingency, or (b) in respect
of an association, partnership, joint venture or other business entity,
exercises sufficient control over and/or has a sufficiently large interest in,
such association, partnership,
- 53 -
<PAGE> 57
joint venture or other business entity that the operations thereof are, in
accordance with GAAP, consolidated with those of the Company or any Subsidiary.
"Subsidiary Debt Documents" means, collectively, the Bank credit
Agreements and the WGHP Notes.
"Surviving Person" means, with respect to any Person involved in or
that makes any Disposition, the Person formed by or surviving such Disposition
or the Person to which such Disposition is made.
"Tax Qualified Capital Stock" means, with respect to any Person,
any and all Capital Stock issued by such Person after the date on which the
Notes are issued that is not Disqualified Capital Stock.
"Tax Sharing Agreement" means the Agreement of Allocation of
Payment of Federal Income Taxes, dated as of December 28, 1993, among the
Company and its Subsidiaries, as amended, restricted or supplemented from time
to time.
"Taxes" means any present or future income, stamp or other taxes,
levies, imposts, duties, fees, assessments, deductions, withholding or other
charges of whatever nature, now or hereafter imposed, levied, collected,
withheld, or assessed by any Governmental Body.
"Total Interest Expense" of a Person means (i) the total amount of
interest expense (including amortization of original issue discount and noncash
interest payments or accruals and the interest component of any Capital Lease
Obligations but, excluding any intercompany interest owed by any Subsidiary to
any other Subsidiary of such Person), (ii) all fees, commissions, discounts and
other charges of the Company and its Subsidiaries with respect to letters of
credit and bankers' acceptances, determined on a consolidated basis in
accordance with GAAP and (iii) the product of (a) the total amount of dividends
declared on Disqualified Capital Stock other than common stock (whether accrued
or paid) of such Person and its consolidated Subsidiaries, times (b) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case, on a consolidated basis and
in accordance with GAAP.
"Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
complied by, and published in, the most recent Federal Reserve Statistical
Release H.15 (519) which has become publicly available at least 2 Business Days
prior to the date fixed for redemption of the Notes following a Change of
Control (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the then
remaining Weighted Average Life to Maturity of the Notes; PROVIDED, HOWEVER,
that if the Weighted Average Life to Maturity of the Notes is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of Unites States Treasury securities for which such yields are
given, except that if the Weighted Average Life to Maturity of the Notes is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.
"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment at final maturity, in respect thereof, with (b)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
aggregate principal amount of such Indebtedness.
"WGHP Debt" means (i) the Indebtedness outstanding under the WGHP
Notes up to a maximum principal amount of $17,500,000 minus (A) the aggregate
amount of Excess Proceeds from Asset Sales applied to permanently reduce
principal of Indebtedness under the WGHP Notes pursuant to the second paragraph
under "Mandatory Offers to Repurchase Notes--Asset Sales", minus (B) the
aggregate amount of Asset Sale Payments made by the Company pursuant to the
third paragraph under "Mandatory Offers to Repurchase Notes--Asset Sales" to
the extent such amount has not already been counted as a reduction of Senior
Bank Debt pursuant to clause (i)(B) of the definition of "Senior Bank Debt";
- 54 -
<PAGE> 58
PROVIDED that a reduction described in this clause (B) that would otherwise be
caused by a particular Asset Sale Payment will not be effective without a Bank
Agent Consent with respect to such Asset Sale Payment if the effect of such
reduction would be to reduce the amount of Designated Senior Debt available to
be Incurred pursuant to the "Limitation on Indebtedness" covenant to an amount
lower than the amount of WGHP Debt outstanding plus the amount of Senior Bank
Debt outstanding, in each case as of the applicable Determination Time
(including, in the case of Senior Bank Debt, unused commitments which the Bank
Lenders are unconditionally obligated to fund at the Determination Time and
which, if funded, would constitute Senior Bank Debt), and (ii) any interest,
penalties, fees, indemnifications, reimbursements, damages and other similar
charges payable under the WGHP Notes.
"Wholly-Owned Subsidiary" means a Subsidiary 100% of the equity
interests in which (however measured) are owned by the Company or a
Wholly-Owned Subsidiary of the Company or the Company and one or more
Wholly-Owned Subsidiaries of the Company taken together, except in any case for
the minimum equity interest required to be held by directors, if any, to
satisfy the requirements of any applicable statute requiring that directors own
qualifying shares.
REGISTRATION RIGHTS
Holders of Series B Notes are not entitled to any registration
rights with respect to the Series B Notes. Holders of Series A Notes are
entitled to certain registration rights pursuant to the Registration Rights
Agreement. Under the Registration Rights Agreement, as amended, the Company
has agreed, for the benefit of the Holders of the Series A Notes, to use its
best efforts (i) to file by April 15, 1994, a registration statement under the
Securities Act with respect to an exchange offer whereby securities identical
to the Series A Notes would be offered to the Holders of the Series A Notes in
exchange for the Series A Notes in order to permit the Holders of the Notes to
offer and sell the Notes under the Securities Act and (ii) to consummate the
Exchange Offer by August 15, 1994. The Registration Statement of which this
Prospectus forms a part constitutes the registration statement for the Exchange
Offer, as contemplated under the Registration Rights Agreement. The Company
will keep the Exchange Offer open for not less than 20 consecutive business
days (or longer if required by applicable law).
If either the Company or the Series A Purchasers determine that the
Exchange Offer should not be consummated, the Company covenanted in the
Registration Rights Agreement to use its best efforts (i) to file by April 15,
1994, (which period may be extended for an additional 15 days in certain
circumstances), a registration statement under the Securities Act to permit the
Series A Purchasers to offer and sell the Series A Notes (the "Shelf
Registration Statement"), (ii) to cause such registration statement to become
effective by June 15, 1994, and (iii) to maintain such effectiveness for a
period of three years. If such determination is made, the Company intends to
file such Shelf Registration Statement as promptly as practicable. The Company
will, in the event of the Shelf Registration Statement, provide to each Holder
of the Series A Notes copies of the prospectus which is a part of the Shelf
Registration Statement, notify each such Holder when the Shelf Registration
Statement for the Series A Notes has become effective and take certain other
actions as are required to permit unrestricted resales of the Series A Notes.
A Holder of Series A Notes who sells such Series A Notes pursuant to the Shelf
Registration Statement generally would be required to be named as a selling
securityholder in the related prospectus and to deliver a prospectus to
purchasers, would be subject to certain of the civil liability provisions under
the Securities Act in connection with such sales and would be bound by the
provisions of the Registration Rights Agreement which are applicable to such a
Holder (including certain indemnification rights and obligations).
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion of certain income tax consequences is
based on laws, regulations, rulings and decisions now in effect, all of which
are subject to change, possibly on a retroactive basis. The discussion does
not cover all aspects of federal taxation that may be relevant to, or the
actual tax effect that any of the matters described herein will have on,
particular Holders, and does not address state, local, foreign or other tax
laws. Certain Holders (including insurance companies, tax-exempt
organizations, financial institutions, broker-dealers, foreign corporations,
nonresident aliens and
- 55 -
<PAGE> 59
taxpayers subject to the alternative minimum tax) may be subject to special
rules not discussed below. The description assumes that Holders of the Series
B Notes will hold the Series B Notes as "capital assets" (generally, property
held for investment purposes) within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the "Code"). EACH HOLDER SHOULD
CONSULT ITS OWN TAX ADVISOR IN DETERMINING THE FEDERAL, STATE, LOCAL, AND ANY
OTHER TAX CONSEQUENCES TO THE PARTICULAR HOLDER OF THE EXCHANGE OF SERIES A
NOTES FOR SERIES B NOTES AND THE OWNERSHIP AND DISPOSITION OF THE SERIES B
NOTES.
EXCHANGE OF NOTES
The exchange of Series A Notes for Series B Notes pursuant to the
Exchange Offer should not be treated as an exchange or other taxable event for
federal income tax purposes because, under regulations proposed by the United
States Treasury, the Series B Notes should not be considered to differ
materially in kind or extent from the Series A Notes. Rather, the Series B
Notes received by a Holder should be treated as a continuation of the Series A
Notes in the hands of such Holder. As a result, there should be no federal
income tax consequences to Holders who exchange Series A Notes for Series B
Notes pursuant to the Exchange Offer and any such Holder should have the same
adjusted basis and holding period in the Series B Notes as it had in the Series
A Notes immediately before the exchange.
ORIGINAL ISSUE DISCOUNT
The Series A Notes were issued on February 18, 1994 and have
Original Issue Discount ("OID") for federal income tax purposes. Because the
Series B Notes will be treated as a continuation of the Series A Notes, which
were issued with OID, the Series B Notes will have OID for U.S. federal income
tax purposes, and Holders of the Series B Notes will be required to recognize
such OID as ordinary income in advance of the receipt of the cash payments to
which such income is attributable. The Internal Revenue Service (the
"Service") issued final Treasury Regulations in February 1994 (the "Treasury
Regulations") relating to the provisions of the Code that govern the inclusion
of OID in income. The Treasury Regulations are to be effective for debt
instruments issued on or after April 4, 1994 and the Series B Notes are
expected to be issued subject to the provisions of the Treasury Regulations.
Since the Treasury Regulations are the best available indication of how the
Service will interpret certain OID provisions of the Code in the absence of
other applicable authority, the discussion below is based in part on such
Treasury Regulations.
The total amount of OID with respect to a Series B Note will be
equal to the excess of the "stated redemption price at maturity" of such note
over its "issue price." The "stated redemption price at maturity" of a Series
B Note will be equal to the sum of all payments required to be made thereunder
other than "qualified stated interest," defined as stated interest that is
unconditionally payable in cash or property (other than debt instruments of the
Company) at least annually at a single fixed rate. Interest on the Series B
Notes will constitute qualified stated interest. The "issue price" of all the
Series B Notes will be equal to the price paid by the first purchaser of a
Series B Note, other than a brokerage house, broker or similar person or
organization acting in the capacity of an underwriter, placement agent or
wholesaler. Holders of Series B Notes are required to include OID in income as
it accrues in accordance with a constant yield method based on compounding at
the end of each accrual period. The Code provides that, except as otherwise
provided in regulations, the term "accrual period" means a six-month period (or
shorter period from the date of original issue of a note) which ends on a day
in the calendar year corresponding to the maturity date or the date six months
before the maturity date. The Treasury Regulations permit a Holder to choose
an accrual period of any length, which may vary over the term of the Note,
provided that each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the final day of an accrual
period or on the first day of an accrual period. In general, the amount of OID
required to be included in income will increase with each successive accrual
period. If an exchanging Holder purchased a Series A Note at an "acquisition
premium" (generally defined as a purchase price in excess of the Series A
Note's adjusted issue price on the Holder's date of purchase), the amount of
OID includable in the income of the Holder in each taxable year generally will
be reduced by the portion of the acquisition premium properly allocable to such
year.
Stated interest on the Series B Notes will be includable in each
Holder's income in accordance with its regular method of accounting.
- 56 -
<PAGE> 60
DISPOSITION OF SERIES B NOTES
A Holder's tax basis in a Series B Note will be increased by the
amount of OID that is includable in such Holder's income. If a Series B Note
is redeemed, sold or otherwise disposed of, a Holder thereof generally will
recognize gain or loss equal to the difference between the amount realized on
the redemption, sale or other disposition of such Series B Note and such
Holder's adjusted basis in the Series B Note. Subject to the market discount
rules discussed below, such gain or loss will be capital gain or loss and will
be long-term capital gain or loss if, on the date of the sale, the Holder has a
holding period for the Series B Notes (which would include the holding period
of the Series A Notes) of more than one year.
Under the market discount rules of the Code, an exchanging Holder
(other than a Holder who made the election described below) who purchased a
Series A Note with "market discount" (generally defined as the amount by which
the adjusted issue price of the Series A Note on the Holder's date of purchase
exceeds the Holder's purchase price) will be required to treat any gain
recognized on the redemption, sale or other disposition of the Series B Note
received in the exchange as ordinary income to the extent of the market
discount that accrued during the holding period of such Series B Note (which
would include the holding period of the Series A Note). A Holder who has
elected under applicable Code provisions to include market discount in income
annually as such discount accrues will not, however, be required to treat any
gain recognized as ordinary income under these rules. Holders should consult
their tax advisors as to the portion of any gain that would be taxable as
ordinary income under these provisions.
BACKUP WITHHOLDING AND INFORMATION REPORTING
In general, payments of principal (including amounts in respect of
OID), premium, and any accrued interest (as described above under "Description
of Notes - Registration Rights") with respect to a Series B Note, and the
proceeds of a sale of a Series B Note within the United States will be subject
to information reporting, and possibly to "backup withholding" at a rate of 31%
if the Holder fails to provide its taxpayer identification number on Service
Form W-9, or otherwise fails to establish an exemption from backup withholding.
The backup withholding and information reporting rules set forth
above are under review by the United States Treasury, and their application to
the Series B Notes could be changed prospectively by future regulations.
Each Series B Note will contain a legend stating that it has
Original Issue Discount and setting forth the issue date, the issue price, the
amount of Original Issue Discount and the yield to maturity. The Company will
report annually to the Service and to each Holder (other than Holders not
subject to the information reporting requirements), the amount of Original
Issue Discount accrued with respect to such Series B Note and any interest paid
with respect to the Series B Notes.
LEGAL MATTERS
Certain legal matters with respect to the validity of the issuance
of the Notes will be passed upon for the Company by Keating, Muething &
Klekamp, Cincinnati, Ohio. That firm is also counsel to American Financial
Corporation, and certain of its Subsidiaries and Affiliates.
EXPERTS
The consolidated financial statements of Citicasters Inc. (formerly
Great American Communications Company) appearing in Amendment No. 3 to the
Company's Annual Report (Form 10-K/A) for the year ended December 31, 1993,
have been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
- 57 -
<PAGE> 61
===============================================================================
No dealer, salesperson or other
individual has been authorized to give
any information or make any representation
not contained in this Prospectus in
connection with the offering covered by this
Prospectus. If given or made, such
information or representations must not be CITICASTERS INC.
relied upon as having been authorized by the
Company. This Prospectus does not constitute
an offer to sell, or a solicitation of an
offer to buy, the Notes in any jurisdiction
where, or to any person to whom, it is
unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor $200,000,000
any sale made hereunder shall, under any
circumstances, create an implication 9 3/4% Series B
that there has not been any change in the Subordinated Notes
facts set forth in this Prospectus or in the
affairs of the Company since the date hereof. Due 2004
____________________
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . 2
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . 11 __________________
THE COMPANY . . . . . . . . . . . . . . . . . . . 14 PROSPECTUS
__________________
USE OF PROCEEDS . . . . . . . . . . . . . . . . . 17
THE EXCHANGE OFFER . . . . . . . . . . . . . . . 18
SELECTED FINANCIAL DATA . . . . . . . . . . . . . 25
DESCRIPTION OF SERIES B NOTES . . . . . . . . . . 27
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS . . . . 54
LEGAL MATTERS . . . . . . . . . . . . . . . . . . 56
EXPERTS . . . . . . . . . . . . . . . . . . . . . 56
August __, 1994
UNTIL __________, 1994 ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
===============================================================================
<PAGE> 62
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act (the
"FBCA") empowers a corporation to indemnify its directors, officers, employees
or agents and to purchase insurance with respect to liability arising out of
their capacity or status as directors, officers, employees or agents. The FBCA
provides further that, in addition to the indemnification permitted thereunder,
a corporation is empowered to make any other or further indemnification of any
of its directors, officers, employees or agents under any bylaw, agreement,
vote of share- holders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, except an indemnification against gross negligence or
willful misconduct.
The Restated By-Laws of the Registrant provide for indemnification of the
Registrant's directors and officers against certain liabilities. The
Registrant also maintains directors' and officers' liability insurance for the
directors and principal officers of the Registrant.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
Exhibit Number Description of Document
-------------- -----------------------
<S> <C>
*2.1 Joint Prepackaged Plan of Reorganization of Citicasters and Certain
Subsidiaries under Chapter 11 of the Bankruptcy Code, as incorporated by
reference to Exhibit 2.1 to Amendment No. 2 to the Registrant's Form S-4
Registration Statement No. 33-63036 dated September 27, 1993.
*3.1 (i) Restated Articles of Incorporation of Citicasters, as incorporated by
reference to Exhibit 3.1 to the Registrant's Form 10-K for the year ended
December 31, 1993, SEC File No. 1-8283.
(ii) Restated By-Laws of Citicasters, as incorporated by reference to Exhibit
3.2 to Registrant's Form 10-K for the year ended December 31, 1993, SEC File
1-8283.
(iii) Amendment to Restated Articles of Incorporation of Citicasters.
*4.1 Indenture dated as of December 28, 1993 between Citicasters and Shawmut Bank
Connecticut, N.A., as trustee, relating to the 14% Senior Extendable PIK Notes
initially due 2001 (the form of which 14% Senior Extendable PIK Notes
initially due 2001 is included in such Indenture), as incorporated by
reference to Amendment No. 2 to the Registrant's Form S-4 Registration State-
ment No. 33-63036 dated September 27, 1993.
*4.2 Note Exchange Agreement dated as of September 30, 1993 by and among
Citicasters Corp. ("Broadcasting") (formerly known as Great American
Broadcasting Company) and former holders of 13% Senior Subordinated Notes due
2000 named therein, relating to the 13% Senior Subordinated Notes due 2001
(the form of which 13% Senior Subordinated Notes due 2001 are included in such
Agreement), as incorporated by reference to Exhibit 4.2 to Amendment No. 2 to
the Registrant's Form S-4 Registration Statement No. 33-63036 dated September
27, 1993.
*4.3 Loan Agreement dated as of August 20, 1993, as amended and restated from time
to time, between Citicasters Co. ("Operating") (formerly known as Great
American Television and Radio Company, Inc.), Broadcasting and certain banks,
as incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K dated
February 18, 1994.
*4.4 Indenture dated as of February 18, 1994, between Citicasters and Shawmut Bank
Connecticut, N.A., as Trustee relating to the 9-3/4% Senior Subordinated Notes
due 2004, as incorporated by reference to Exhibit 4.2 to the Registrant's 8-K
dated February 18, 1994.
4.5 Form of Supplemental Indenture dated as of August ___, 1994 between
Citicasters and Shawmut Bank Connecticut, N.A., as Trustee relating to the 9-
3/4% Senior Subordinated Notes due 2004.
*5 Opinion of Keating, Muething & Klekamp.
</TABLE>
II-1
<PAGE> 63
<TABLE>
<S> <C>
*10.1 Comprehensive Settlement Agreement dated as of December 1, 1993 by and among
Citicasters, GACC Holding Company, New GACC Holdings, Inc., Broadcasting,
Operating, Leisure Systems, Inc., AFC, Carl H. Lindner and the other parties
named therein, as incorporated by reference to Exhibit 10.23 to the
Registrant's Form S-4 Registration Statement No. 33-63036 dated September 27,
1993.
*10.2 Letter Agreement dated as of December 21, 1993 between AFC, AIF II, L.P.,
Artemis Finance SNC and certain other holders of Old 9-1/2% Notes, as
incorporated by reference to Exhibit 10.23 to the Registrant's Form S-4
Registration Statement No. 33-63036 dated September 27, 1993.
*10.3 Note Purchase Agreement dated as of February 3, 1994 between Citicasters and
the Purchasers designated on the signature pages thereto.
*10.4 Citicasters' 1993 Stock Option Plan as incorporated by reference to Exhibit
10.1 of the Registrant's Form 10-K for the year ended December 31, 1993.
*10.5 Asset Purchase Agreement by and between Operating and New World Communications
Group Incorporated dated as of May 4, 1994, as incorporated by reference to
Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended March 31,
1994, SEC File No. 1-8283.
*10.6 Form of Warrant granted to Operating from New World Communications Group
Incorporated dated as of May 4, 1994, as incorporated by reference to Exhibit
10.2 to the Registrant's Form 10-Q for the quarter ended March 31, 1994, SEC
File No. 1-8283.
*21.1 Subsidiaries of Citicasters as incorporated by reference to Exhibit 21.1 of
the Registrant's Form 10-K for the year ended December 31, 1993.
23.1 Consent of Independent Auditors.
*23.2 Consent of Keating, Muething & Klekamp (Contained on Exhibit 5).
*24 Power of Attorney (contained on the signature page).
*25 Statement of Eligibility of Trustee on Form T-1.
*99.1 Form of Letter of Transmittal.
*99.2 Form of Notice of Guaranteed Delivery.
*99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
*99.4 Form of Letter to Clients.
<FN>
- ------------
*Previously filed or incorporated by reference as indicated.
</TABLE>
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes that:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement (i) to include any prospectus required by section 10(a)(3)
of the Securities Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
for the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement, and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered
II - 2
<PAGE> 64
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(c) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual Report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(d) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
request.
(e) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the Registration Statement
when it became effective.
II - 3
<PAGE> 65
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cincinnati, State of Ohio, on the 8th day of August,
1994.
Citicasters Inc.
BY: /s/ John P. Zanotti
--------------------------------
John P. Zanotti
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 2 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ John P. Zanotti Chief Executive Officer and August 8, 1994
- --------------------------- Director
John P. Zanotti (Principal
Executive Officer)
/s/ Gregory C. Thomas Executive Vice President, August 8, 1994
- --------------------------- Chief Financial Officer and
Gregory C. Thomas Treasurer (Principal
Accounting and Financial Of-
ficer)
* Director August ___, 1994
- ---------------------------
Theodore H. Emmerich
* Director August ___, 1994
- ---------------------------
James E. Evans
* Director August ___, 1994
- ---------------------------
Carl H. Lindner
* Director August ___, 1994
- ---------------------------
S. Craig Lindner
* /s/ Gregory C. Thomas Attorney-in-fact August 8, 1994
- ---------------------------
Gregory C. Thomas
II - 4
<PAGE> 66
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number Description of Document
- -------------- -----------------------
<S> <C>
*2.1 Joint Prepackaged Plan of Reorganization of Citicasters and Certain Subsidiaries under
Chapter 11 of the Bankruptcy Code, as incorporated by reference to Exhibit 2.1 to
Amendment No. 2 to the Registrant's Form S-4 Registration Statement No. 33-63036 dated
September 27, 1993.
*3.1 (i) Restated Articles of Incorporation of Citicasters, as incorporated by reference to
Exhibit 3.1 to the Registrant's Form 10-K for the year ended December 31, 1993, SEC File
No. 1-8283.
(ii) Restated By-Laws of Citicasters, as incorporated by reference to Exhibit 3.2 to
the Registrant's Form 10-K for the year ended December 31, 1993, SEC File 1-8283.
(iii) Amendment to Restated Articles of Incorporation of Citicasters.
*4.1 Indenture dated as of December 28, 1993 between Citicasters and Shawmut Bank
Connecticut, N.A., as trustee, relating to the 14% Senior Extendable PIK Notes initially
due 2001 (the form of which 14% Senior Extendable PIK Notes initially due 2001 is
included in such Indenture), as incorporated by reference to Amendment No. 2 to the
Registrant's Form S-4 Registration Statement No. 33-63036 dated September 27, 1993.
*4.2 Note Exchange Agreement dated as of September 30, 1993 by and among Citicasters Corp.
("Broadcasting") (formerly known as Great American Broadcasting Company) and former
holders of 13% Senior Subordinated Notes due 2000 named therein, relating to the 13%
Senior Subordinated Notes due 2001 (the form of which 13% Senior Subordinated Notes due
2001 are included in such Agreement), as incorporated by reference to Exhibit 4.2 to
Amendment No. 2 to the Registrant's Form S-4 Registration Statement No. 33-63036 dated
September 27, 1993.
*4.3 Loan Agreement dated as of August 20, 1993, as amended and restated from time to time,
between Citicasters Co. ("Operating") (formerly known as Great American Television and
Radio Company, Inc.), Broadcasting and certain banks, as incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-K dated February 18, 1994.
*4.4 Indenture dated as of February 18, 1994, between Citicasters and Shawmut Bank
Connecticut, N.A., as Trustee relating to the 9-3/4% Senior Subordinated Notes due 2004,
as incorporated by reference to Exhibit 4.2 to the Registrant's 8-K dated February 18,
1994.
4.5 Form of Supplemental Indenture dated as of August ___, 1994 between Citicasters and
Shawmut Bank Connecticut, N.A., as Trustee relating to the 9-3/4% Senior Subordinated
Notes due 2004.
*5 Opinion of Keating, Muething & Klekamp.
*10.1 Comprehensive Settlement Agreement dated as of December 1, 1993 by and among
Citicasters, GACC Holding Company, New GACC Holdings, Inc., Broadcasting, Operating,
Leisure Systems, Inc., AFC, Carl H. Lindner and the other parties named therein, as
incorporated by reference to Exhibit 10.23 to the Registrant's Form S-4 Registration
Statement No. 33-63036 dated September 27, 1993.
*10.2 Letter Agreement dated as of December 21, 1993 between AFC, AIF II, L.P., Artemis
Finance SNC and certain other holders of Old 9-1/2% Notes, as incorporated by reference
to Exhibit 10.23 to the Registrant's Form S-4 Registration Statement No. 33-63036 dated
September 27, 1993.
*10.3 Note Purchase Agreement dated as of February 3, 1994 between Citicasters and the
Purchasers designated on the signature pages thereto.
*10.4 Citicasters' 1993 Stock Option Plan as incorporated by reference to Exhibit 10.1 of the
Registrant's Form 10-K for the year ended December 31, 1993.
*10.5 Asset Purchase Agreement by and between Operating and New World Communications Group
Incorporated dated as of May 4, 1994, as incorporated by reference to Exhibit 10.1 to
the Registrant's Form 10-Q for the quarter ended March 31, 1994, SEC File No. 1-8283.
*10.6 Form of Warrant granted to Operating from New World Communications Group Incorporated
dated as of May 4, 1994, as incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-Q for the quarter ended March 31, 1994, SEC File No. 1-8283.
*21.1 Subsidiaries of Citicasters as incorporated by reference to Exhibit 21.1 of the
Registrant's Form 10-K for the year ended December 31, 1993.
23.1 Consent of Independent Auditors.
*23.2 Consent of Keating, Muething & Klekamp (Contained on Exhibit 5).
*24 Power of Attorney (contained on the signature page).
*25 Statement of Eligibility of Trustee on Form T-1.
*99.1 Form of Letter of Transmittal.
*99.2 Form of Notice of Guaranteed Delivery.
*99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
*99.4 Form of Letter to Clients.
<FN>
_____________________
*Previously filed or incorporated by reference as indicated.
</TABLE>
<PAGE> 1
EXHIBIT 4.5
CITICASTERS INC.
AND
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION,
TRUSTEE
___________________________
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST__, 1994
___________________________
$250,000,000
PRINCIPAL AMOUNT
9-3/4% SENIOR SUBORDINATED NOTES DUE FEBRUARY 15, 2004
Amending the Indenture dated as of February 18, 1994 between Great American
Communications Company (now known as Citicasters Inc.) and Shawmut Bank
Connecticut, National Association, as Trustee, with respect to the 9-3/4%
Senior Subordinated Notes Due February 15, 2004.
<PAGE> 2
FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of August , 1994, between Citicasters Inc., a Florida corporation (formerly
known as Great American Communications Company) (hereinafter referred to as the
"Company"), and Shawmut Bank Connecticut, National Association, a national
banking association, as Trustee (the "Trustee"), with respect to the 9-3/4%
Senior Subordinated Notes Due February 15, 2004 issued by the Company (the
"Notes").
RECITALS
WHEREAS, the Company and Trustee are parties to an Indenture dated as
of February 18, 1994 (the "Indenture") pursuant to which the Company has issued
Two Hundred Million and 00/100 Dollars ($200,000,000) principal amount of
Series A Notes, all of which such Series A Notes are outstanding as of the date
hereof. None of such Series A Notes are owned by the Company or its Affiliates
as of the date hereof; and
WHEREAS, Section 9.2 of the Indenture provides, among other things,
that the Company may, with the consent of the holders of at least a majority of
the Notes outstanding, amend the Indenture; and
WHEREAS, the Company has obtained consents from the holders of all
Notes outstanding under the Indenture to amend the Indenture as set forth
herein provided that such amendments shall not be effective until the
conditions set forth in the Section 2.1 hereof are satisfied; and
WHEREAS, the Board of Directors of the Company has authorized the
execution and delivery of this Supplemental Indenture.
NOW, THEREFORE, each party hereto for the equal and proportionate
benefit of the other party hereto and the Holders, are executing and delivering
this Supplemental Indenture and hereby agree as follows:
ARTICLE 1
AMENDMENT TO INDENTURE
Section 1.1. The following definitions contained in Section 1.1 of
the Indenture are hereby amended in their entirety to provide as follows:
"Bank Agent Consent" means, with respect to any Asset
Sale Payment (as defined in Section 4.13), the written consent
of the Representative or Representatives of holders of at
least a majority in outstanding principal amount of
Indebtedness outstanding under the Bank Credit Agreements
(including unused commitments which, if funded, would
constitute Designated Senior Debt) delivered by such
Representative or Representatives to the Company, with a copy
to the Trustee, prior to such Asset Sale Payment,
<PAGE> 3
pursuant to which such Representative or Representatives
consent to such Asset Sale Payment and, consequently, the
related permanent reduction (in the amount of such Asset Sale
Payment) of the amount of Designated Senior Debt available to
be Incurred pursuant to Section 4.7(c)(i). As of the Issue
Date, The First National Bank of Boston would be the
Representative entitled to give the Bank Agent Consent.
"Bank Credit Agreements" means (i) the Loan
Agreement, dated as of August 20, 1993, and amended and
restated as of November 30, 1993, among the Company,
Citicasters Co. (formerly known as Great American Broadcasting
Company), Continental Bank, N.A., and The First National Bank
of Boston, as managing agents, and the lenders party thereto
(such Loan Agreement shall be referred to herein as the "1993
Credit Agreement"), (ii) the loan documents relating to a
$25,000,000 Senior Secured Seven-Year Revolving Credit and a
$125,000,000 Senior Secured Seven-Year Reducing Revolver under
which Citicasters Co. is the borrower, Citicasters Corp. and
the Company are Guarantors, The First National Bank of Boston
is the Administrative Agent and Continental Bank, N.A. is the
Collateral Agent (such facilities shall be referred to herein
as the "New Bank Credit Facility"), (iii) each instrument
pursuant to which Obligations under the Bank Credit Agreements
described in (i) and (ii) above, or any subsequent Bank Credit
Agreements, are amended, deferred, extended, renewed,
replaced, refunded or refinanced, in whole or in part, and
(iv) each instrument now or hereafter evidencing, governing,
guarantying or securing any Indebtedness under any Bank Credit
Agreements, in each case, as modified, amended, restated or
supplemented from time to time.
"Designated Senior Debt" means: (a) up to an
aggregate maximum of $150,000,000 principal amount of any
combination of (i) Indebtedness outstanding under the Bank
Credit Agreements and (ii) Senior Indebtedness (without
duplication with clause (i) above), outstanding at any one
time; provided, however, that such maximum amount shall be
decreased by (A) the aggregate amount of Asset Sale Payments
made by the Company, PROVIDED that a reduction described in
this clause (A) that would otherwise be caused by a particular
Asset Sale Payment will not be effective without a Bank Agent
Consent with respect to such Asset Sale Payment if the effect
of such reduction would be to reduce the amount of Designated
Senior Debt available to be Incurred pursuant to Section
4.7(c)(i) to an amount lower than the amount of Indebtedness
outstanding under the Bank Credit Agreements as of the
applicable Determination Time (including unused commitments
which the Bank Lenders are unconditionally obligated to fund
at the Determination Time and which, if funded, would
constitute Designated Senior Debt) and (B) the aggregate
amount of Excess Proceeds from Asset Sales applied to
permanently reduce Designated Senior Debt pursuant to Sections
4.13(b) and 4.13(c); and (b) any interest, penalties, fees,
indemnifications, reimbursements, damages
2
<PAGE> 4
and other similar charges (including, but not limited to, all
fees and expenses of counsel and all other charges, fees and
expenses) payable under the Bank Credit Agreements.
"Interest Differential" means, with respect to any
Insolvency or Liquidation Proceeding involving the Company,
the difference between the rate of interest on the Notes and
the rate of interest on the Indebtedness outstanding under the
Bank Credit Agreements immediately prior to the commencement
of such Insolvency or Liquidation Proceeding, excluding in
each case any increase in the rate of interest resulting from
any default or event of default.
"Reorganization Securities" means, with respect to
any Insolvency or Liquidation Proceeding involving the
Company, Capital Stock or other securities of the Company as
reorganized or readjusted (or Capital Stock or any other
securities of any other Person (other than a Subsidiary of the
Company, unless the Company is no longer in existence and such
Subsidiary is the Surviving Person)), provided for by a plan
of reorganization or readjustment and the payment of all of
which Capital Stock or other securities is subordinated, at
least to the same extent as the Notes, to the payment of all
outstanding Senior Indebtedness after giving effect to such
plan of reorganization or readjustment; PROVIDED, HOWEVER,
that , (i) if Capital Stock, such securities shall have no
mandatory repurchase, redemption, prepayment, sinking fund, or
dividend obligations prior to six months following the final
scheduled maturity date of all Senior Indebtedness (as
modified by such plan of reorganization or readjustment) and
(ii) if debt securities: (A) such securities shall not
provide for amortization (including sinking fund and mandatory
redemption, repurchase, retirement, defeasance or prepayment
provisions) commencing prior to six months following the final
scheduled maturity of all Senior Indebtedness of the Company
(as modified by such plan of reorganization or readjustment);
(B) if the rate of interest on such securities is fixed, such
rate of interest shall not exceed the greater of (1) the rate
of interest on the Notes and (2) the sum of the rate of
interest on the Indebtedness outstanding under the Bank Credit
Agreements on the effective date of such plan of
reorganization or readjustment and the Interest Differential;
(C) if the rate of interest on such securities floats, such
rate of interest shall not exceed at any time the sum of the
interest rate on the Indebtedness outstanding under the Bank
Credit Agreements at such time and the Interest Differential;
(D) such securities shall not have covenants or default
provisions materially more burdensome to the Company than
those in effect with respect to the Notes on the Issue Date;
and (E) no Subsidiary of the Company (or the Surviving Person,
if other than the Company) has any obligation, direct or
indirect, to make, grant or Incur any Lien securing any
payment or distribution of any kind in respect of any
Reorganization Securities.
3
<PAGE> 5
"Senior Indebtedness" means and includes all
principal of, premium and interest (including Post-Petition
Interest) on and other Obligations with respect to (i)
Indebtedness outstanding under the Bank Credit Agreements and
(ii) any other Indebtedness of the Company (other than as
otherwise provided in this definition), whether outstanding on
the Issue Date or thereafter Incurred, other than the Notes;
PROVIDED, HOWEVER, that the following shall not constitute
Senior Indebtedness: (A) any Indebtedness which by the terms
of the instrument creating or evidencing the same is PARI
PASSU, subordinated or junior in right of payment to the Notes
in any respect, (B) that portion of any Indebtedness Incurred
in violation of this Indenture, (C) any Preferred Stock, or
(D) any Indebtedness of the Company (other than Indebtedness
outstanding under the Bank Credit Agreements which qualifies
as Designated Senior Debt) which is subordinated to or junior
in right of payment in any respect to any other Indebtedness
of the Company. Without limiting the generality of the
foregoing, "Senior Indebtedness" shall include the principal
of, premium, if any, and interest (including Post-Petition
Interest) and all other Obligations of every nature of the
Company and its Subsidiaries from time to time in respect of
Indebtedness outstanding under the Bank Credit Agreements
which qualifies as Designated Senior Debt; PROVIDED, HOWEVER,
that any Indebtedness under any refinancing, refunding or
replacement of the Indebtedness outstanding under the Bank
Credit Agreements shall not constitute Senior Indebtedness to
the extent that the Indebtedness thereunder is by its express
terms subordinate to any other Indebtedness of the Company
(other than Indebtedness outstanding under the Bank Credit
Agreements). Notwithstanding the foregoing, "Senior
Indebtedness" shall not include (1) Indebtedness evidenced by
the Notes, (2) Indebtedness which when incurred and without
respect to any election under Section 1111(b) of Title 11,
United States Code, is without recourse to the Company, (3)
any liability for foreign, federal, state, local or other
taxes owed or owing by the Company, (4) Indebtedness of the
Company to the extent such liability constitutes Indebtedness
to a Subsidiary or any other Affiliate of the Company or any
of such Affiliate's subsidiaries, (5) Indebtedness for the
purchase of goods or materials in the ordinary course of
business or (6) Indebtedness owed by the Company for
compensation to employees or for services.
Section 1.2. The following definitions are hereby added to Section
1.1 of the Indenture:
"New World Station Sale" means Asset Sales involving
the sale of four television stations currently owned by the
Company or its Subsidiaries located in Phoenix, Arizona,
Birmingham, Alabama, Kansas City, Missouri and Greensboro/High
Point, North Carolina pursuant to the terms of that certain
Asset Purchase Agreement dated as of May 4, 1994 between
Citicasters Co. (formerly known as Great American Television
and Radio Company, Inc.) and New World Communications Group
Incorporated as the same is in effect on
4
<PAGE> 6
the date that this Supplemental Indenture is executed or as
the same may be amended or modified; provided that such
amendment or modification does not decrease the
consideration payable to the Company or have a materially
adverse effect on the Holders.
"Other Television Station Sales" means Asset Sales
involving the sale at any time and from time to time of two
television stations owned by the Company or its Subsidiaries
in Tampa, Florida and Cincinnati, Ohio.
"Permitted Television Station Sales" means the New
World Station Sales and the Other Television Station Sale.
Section 1.3. The definitions of "Senior Bank Debt", and "WGHP Notes"
shall be deleted from Section 1.1 of the Indenture in their entirety.
Section 1.4. The second paragraph of Section 3.1 of the Indenture is
hereby amended and restated in its entirety as follows:
"If the Company is required to redeem or offer to
purchase Notes pursuant to Section 4.12 or 4.13, it shall
furnish to the Trustee, at least 5 Business Days before notice
of the Offer is to be mailed to Holders, an Officers'
Certificate setting forth that the redemption or Offer is
being made pursuant to Section 4.12 or 4.13, as the case may
be, the Purchase Date, the principal amount of Notes to be
redeemed or the maximum principal amount of Notes the Company
is offering to purchase pursuant to the Offer, as the case may
be, the purchase or redemption price for such Notes, and the
amount of accrued and unpaid interest on such Notes as of the
Purchase Date."
Section 1.5. Section 3.7 of the Indenture is hereby amended and
restated in its entirety as follows:
Section 3.7. Optional Redemption.
-------------------
(a) Except as otherwise provided (i) in
this Section 3.7 and (ii) in Section 4.13(b) with respect to
the New World Station Sale, the Notes may not be redeemed at
the option of the Company prior to February 15, 1999.
Thereafter, the Notes will be subject to redemption at the
option of the Company, in whole or in part, at the Redemption
Prices (expressed as percentages of the principal amount of
the Notes) set forth below, plus any accrued and unpaid
interest to the Redemption Date, if redeemed during the
twelve-month period beginning on February 15 of the years
indicated below:
5
<PAGE> 7
YEAR PERCENTAGE
---- ----------
1999 104.875%
2000 103.250%
2001 101.625%
2002 and thereafter 100.000%
Notwithstanding the foregoing, up to 25% in aggregate
principal amount of Notes originally issued under this
Indenture will be redeemable from time to time prior to
December 31, 1996, at the option of the Company, from the Net
Proceeds of one or more Public Offerings of the Company at a
Redemption Price equal to 108.75% of the principal amount
thereof, together with accrued and unpaid interest to the date
of redemption; PROVIDED, HOWEVER, that any such redemption
shall be permitted only if and to the extent that, after
giving effect thereto and to any simultaneous redemptions
pursuant to Section 3.7(b) or Section 3.7(c), at least
$75,000,000 in principal amount of Initial Notes will remain
outstanding.
(b) Prior to February 15, 1999, the
Notes will be subject to redemption (a "Change of Control
Redemption") at the option of the Company, in whole or in
part, at any time within 180 days after the later of (i) a
Change of Control Trigger Date, and (ii) the completion of an
Offer made as a result of a Change of Control, at a redemption
price equal to the sum of (A) the principal amount thereof,
plus (B) accrued and unpaid interest to the redemption date,
plus (C) the Applicable Premium; PROVIDED, HOWEVER, that a
Change of Control Redemption shall be permitted only if and to
the extent that, after giving effect thereto and to any
simultaneous redemptions pursuant to the last sentence of
Section 3.7(a) or Section 3.7(c), at least $75,000,000 in
principal amount of Initial Notes will remain outstanding,
unless such Change of Control Redemption is for all
outstanding Notes.
(c) Prior to December 31, 1996 the Notes
will be subject to redemption (an "Asset Sale Redemption") at
the option of the Company, in whole or in part, following an
Asset Sale, other than a Permitted Television Station Sale, in
connection with an Asset Sale Payment; provided that an Asset
Sale Redemption may be made by the Company only if, and to the
extent that, each of the following conditions is satisfied;
(i) only two Asset Sale Redemptions will be permitted under
this Indenture; (ii) the maximum aggregate principal amount of
Notes to be redeemed pursuant to an Asset Sale Redemption will
be limited to that amount which is necessary to make the ratio
set forth in Section 4.13(e), given the amount of the proposed
Asset Sale Payment, equal to (but not more or less than)
4.5:1; and (iii) after giving effect to the proposed Asset
Sale Redemption and to any simultaneous redemptions pursuant
to the last sentence of Section 3.7(a) or Section 3.7(b), at
least $75,000,000 in principal amount of Initial Notes will
remain
6
<PAGE> 8
outstanding. In the event of an Asset Sale Redemption, the
Notes will be redeemable at the Redemption Prices (expressed
as percentages of the principal amount of the Notes) set forth
below, plus any accrued and unpaid interest to the date of
redemption, if redeemed during the periods indicated below.
PERIOD PERCENTAGE
------ ----------
February 15, 1994 to July 31, 1994 102.00%
August 1, 1994 to February 14, 1995 103.00%
February 15, 1995 to December 31, 1996 108.75%
Section 1.6. Subsections (b), (c) (d) and (e) of Section 4.13
of the Indenture are hereby deleted and replaced in their entirety with
subsections (b), (c), (d), (e) and (f) as follows:
(b) The Company shall use the Excess
Proceeds from New World Station Sales (i) first to repay
amounts outstanding under the 1993 Credit Agreement that is a
part of the Bank Credit Agreements and the WGHP Notes and (ii)
then to redeem $75,000,000 principal amount of Notes at a
redemption price of $976.75 per $1,000 principal amount, plus
accrued and unpaid interest through the date of redemption.
The mandatory redemption of Notes described in the foregoing
clause (ii) shall be made in accordance with the applicable
provisions of Article 3 hereof and the Redemption Date with
respect to the full $75,000,000 principal amount of Notes to
be redeemed shall be no later than the 15th day after the date
on which an aggregate of $230,000,000 of Excess Proceeds
(calculated for purposes of this Section 4.13(b) without
regard to the deduction described in clause (iv) of the
definition of "Excess Proceeds") from the New World Station
Sales have been received by the Company, it being understood
that the Company may Incur Indebtedness under the New Bank
Credit Facility in an amount up to $75,000,000 to fund such
redemption so long as the total amount of Designated Senior
Debt outstanding after giving effect to such redemption and
any related transactions does not exceed $150,000,000.
Following the application of the New World Station Sale Excess
Proceeds as set forth above, any additional Excess Proceeds
from any New World Station Sale may be used to further reduce
Senior Indebtedness, to make Related Business Investments or
Capital Expenditures on one or more of the Company's or its
Subsidiaries' Broadcasting Stations, to acquire one or more
Broadcasting Stations, or to make a Television Station Sale
Payment as permitted by Section 4.13(d). The Company shall
use the Excess Proceeds from the Other Television Station
Sales to reduce Designated Senior Debt, either permanently or
temporarily, to make Related Business Investments or Capital
Expenditures on one or more of the Company's or its
Subsidiaries' Broadcasting Stations, to acquire one or more
Broadcasting Stations or, to make a Television Station Sale
Payment as permitted by Section 4.13(d) hereof.
7
<PAGE> 9
(c) Immediately following receipt by the Company
of Excess Proceeds from an Asset Sale, other than a Permitted
Television Station Sale, the Company may use such Excess
Proceeds to temporarily reduce Designated Senior Debt. Within
360 days following the Company's receipt of such Excess
Proceeds, such Excess Proceeds may (i) be applied to
permanently reduce Designated Senior Debt, (ii) be used to
enter into a contract to make Related Business Investments or
Capital Expenditures on one or more of the Company's or its
Subsidiaries' Broadcasting Stations or to enter into a
contract to acquire one or more Broadcasting Stations, or
(iii) be used to make a payment permitted by Section 4.13(e),
which payment shall be counted as a permanent reduction of the
amount of Designated Senior Debt available to be Incurred
pursuant to Section 4.7(c)(i). Any Excess Proceeds from an
Asset Sale not applied or invested within 360 days as provided
in clauses (i), (ii) or (iii) hereof will be deemed to
constitute "Available Proceeds" and shall be applied as
provided in Section 4.13(f) unless the Company gives notice to
the Trustee within 10 days following such 360 day period that
Excess Proceeds previously used to temporarily reduce
Designated Senior Debt will be applied to permanently reduce
Designated Senior Debt in which case such Excess Proceeds
shall not constitute Available Proceeds.
(d) The Company may use up to
$40,000,000 of the Excess Proceeds from the New World Station
Sales, following application of such Excess Proceeds as set
forth in Section 4.13(b), and up to the lesser of 25% of
Excess Proceeds or $40,000,000 from any Other Television
Station Sale to pay dividends on the Company's Capital Stock
or redeem, repurchase or retire shares of the Company's
Capital Stock or warrants, rights or options to purchase or
acquire shares of the Company's Capital Stock (any such
dividend, redemption, repurchase or retirement out of Excess
Proceeds from any Permitted Television Station Sales is herein
referred to as a "Television Station Sale Payment"), subject
to the conditions and limitations set forth in this Section
4.13(d). A Television Station Sale Payment may be made by the
Company only if, and to the extent that, each of the following
conditions is satisfied as of the time of the proposed
Television Station Sale Payment: (i) the Company shall have
obtained a Bank Agent Consent if required; and (ii) no Default
or Event of Default shall have occurred and be continuing at
the time of such sale or as a consequence of such Television
Station Sale Payment.
(e) The Company may use a portion of the
Excess Proceeds from any Asset Sale which is not a Permitted
Television Station Sale to pay dividends on the Company's
Capital Stock or redeem, repurchase or retire shares of the
Company's Capital Stock or warrants, rights or options to
purchase or acquire shares of the Company's Capital Stock (any
such dividend, redemption, repurchase or retirement out of
Excess Proceeds from a single Asset Sale herein referred to as
an "Asset Sale Payment"), subject to the conditions and
limitations set forth in this Section 4.13(e). An Asset Sale
8
<PAGE> 10
Payment may be made by the Company only if, and to the extent
that, each of the following conditions is satisfied as of the
time of the proposed Asset Sale Payment (the "Determination
Time"): (i) the Company shall have obtained a Bank Agent
Consent if required; (ii) such Asset Sale Payment (as well as
all prior Asset Sale Payments, if any) shall be counted as a
permanent reduction of the amount of Designated Senior Debt
available to be Incurred pursuant to Section 4.7(c)(i); (iii)
the Determination Time occurs on or prior to December 31,
1996; (iv) only two Asset Sale Payments will be permitted
under this Indenture; (v) no Default or Event of Default shall
have occurred and be continuing at the Determination Time or
as a consequence of such Asset Sale Payment; and (vi) after
giving effect to (A) the application of any Excess Proceeds
from the applicable Asset Sale in accordance with clauses (i)
and (ii) of Section 4.13(c) prior to the Determination Time,
(B) any Asset Sale Redemption of Notes pursuant to Section
3.7(c) out of any Excess Proceeds from the applicable Asset
Sale, (C) any Asset Sale Payment out of any Excess Proceeds
from the applicable Asset Sale and (D) the payment of the
maximum amount of Television Station Sale Payments which the
Company may make pursuant to Section 4.13(d) regardless of
whether any Permitted Television Station Sales have in fact
been made as of the Determination Time, the ratio set forth
below is equal to (but not more or less than) 4.5:1.
D-X
_________________________
OCF + [(.065) (REP-X-Y)]
where:
D = the aggregate amount of all outstanding
Indebtedness of the Company and its
Subsidiaries on a consolidated basis as of
the Determination Time, without giving effect
to the Asset Sale Redemption (if any)
represented by "X" in the formula.
X = the principal amount of Notes (if any) to be
redeemed in an Asset Sale Redemption pursuant
to Section 3.7(c) out of Excess Proceeds from
the applicable Asset Sale in order to satisfy
the conditions set forth in this Section
4.13(c).
OCF = the Operating Cash Flow of the Company and
its Subsidiaries on a consolidated basis for
the four most recent full fiscal quarters
ending immediately prior to the Determination
Time, determined on a pro forma basis after
giving effect to (i) the applicable Asset
Sale and any other Asset Sales consummated
during such four- quarter period as if they
had occurred at the
9
<PAGE> 11
beginning of such four-quarter period and
(ii) all acquisitions or other dispositions
(whether by merger, consolidation, purchase
or sale of securities or assets or otherwise)
of any business or assets, made by the
Company and its Subsidiaries from the
beginning of such four-quarter period through
the Determination Time as if such acquisition
or disposition had occurred at the beginning
of such four-quarter period.
REP = the total amount of Excess Proceeds from the
applicable Asset Sale remaining after
deducting therefrom all portions thereof
applied prior to the Determination Time
pursuant to this Section 4.13, but without
giving effect to the Asset Sale Redemption
(if any) represented by "X" in the formula or
to the Asset Sale Payment represented by "Y"
in the formula.
Y = the amount of the proposed Asset Sale Payment
to be made at the Determination Time pursuant
to this Section 4.13(d).
(f) As soon as practicable, but in no
event later than 10 Business Days after any date (an "Asset
Sale Trigger Date") that the aggregate amount of Available
Proceeds exceeds $15,000,000, the Company shall, if and to the
extent permitted by the agreements governing any Senior
Indebtedness of the Company, subject to the provisions of
Article 10, commence an offer to purchase the maximum
principal amount of Notes that may be purchased out of such
Available Proceeds, at an offer price in cash equal to 100% of
the principal amount thereof, plus accrued and unpaid interest
to the date of purchase. The Offer shall be effected in
accordance with Section 3.8 and Article 3 (to the extent
applicable) and the provisions of this Section 4.13. To the
extent that any Available Proceeds remain after completion of
an Offer, the Company may use the remaining amount for any
purpose permitted by this Indenture, but not, unless otherwise
permitted by Section 4.5, to offer to repurchase or otherwise
redeem, repurchase, retire or acquire for value any Pari Passu
Indebtedness or Subordinated Indebtedness. In the event that
the Company is prohibited under the terms of any agreement
governing outstanding Senior Indebtedness of the Company from
repurchasing Notes with Available Proceeds pursuant to an
Offer as required by the first sentence of this Section
4.13(f), the Company shall promptly use all Available Proceeds
to permanently reduce outstanding Senior Indebtedness of the
Company.
(g) If, at any time, any funds are
received by or for the account of the Company or any of its
Subsidiaries upon the sale, conversion, collection or other
liquidation of any non-cash consideration received in respect
of an Asset Sale other than the Permitted Television Station
Sales, such funds shall, when received, constitute Excess
Proceeds and shall, within 360
10
<PAGE> 12
days after the receipt of such funds, be applied as provided
in this Section 4.13.
Section 1.7. Section 4.9(iv)(C) is hereby deleted and replaced in its
entirety as follows:
"(C) the Indebtedness secured by such Liens is not
subordinated to or junior in right of payment in respect to
any other Indebtedness of such Subsidiary other than
Indebtedness outstanding under the Bank Credit Agreements
which qualifies as Designated Senior Debt."
Section 1.8. Section 9.7 of the Indenture is hereby deleted and
replaced in its entirety as follows:
"Section 9.7 Amendments Requiring Consent of Holders of
------------------------------------------
Senior Indebtedness
-------------------
So long as any Obligations with respect to any
Indebtedness under any Bank Credit Agreements remain unpaid,
no amendment or modification to Article 10, this Section 9.7
or Section 11.15 may be made to this Indenture without the
consent of the holders of at least 66-2/3% of the outstanding
Indebtedness under the Bank Credit Agreements (and, to the
extent that there are unused commitments under the Bank Credit
Agreements, such unused commitments).
ARTICLE 2
MISCELLANEOUS
Section 2.1. CONDITIONS TO EFFECTIVENESS. Irrespective of the date on
which this Supplemental Indenture is executed and delivered by the parties
hereto, effectiveness of this Supplemental Indenture shall be conditioned upon
(a) the repayment of all amounts outstanding under and the termination of the
1993 Credit Agreement; (b) the repayment of the WGHP Debt; (c) the redemption
of $75,000,000 principal amount of Notes in accordance with Section 4.13(b) of
the Indenture as amended by this Supplemental Indenture; and (d) the total
outstanding principal amount of Designated Senior Debt not exceeding
$150,000,000.
Section 2.3 EXHIBITS AND FORM OF NOTE. As of the effectiveness
of this Supplemental Indenture, Exhibits A and B of the Indenture shall be
deleted in their entirety and replaced with a revised Form of Series A Note and
Form of Series B Note, which revised exhibits are attached hereto as EXHIBIT A
and EXHIBIT B, respectively. From and after the effective date of the
Supplemental Indenture, each outstanding Series A or Series B Note shall be
deemed to include the terms set forth in EXHIBIT A and EXHIBIT B hereto, as the
case may be.
11
<PAGE> 13
Section 2.4. GOVERNING LAW. This Supplemental Indenture and the
rights, powers, trusts, duties and obligations of the parties hereunder shall
be governed by the laws of the State of New York.
Section 2.5. DEFINED TERMS. Capitalized terms used but not defined
herein shall have the respective meanings assigned to them in the Indenture.
12
<PAGE> 14
IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be signed and acknowledged by their respective officers thereunto
duly authorized as of the day and year first above written.
CITICASTERS INC.
BY:
---------------------------
Title:
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
BY:
---------------------------
Title:
13
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement (Form S-4) and related Prospectus
of Citicasters Inc. (formerly Great American Communications Company) for the
registration of $200,000,000 of 9 3/4% Series B Senior Subordinated Notes due
2004 and to the incorporation by reference therein of our report dated March 4,
1994, with respect to the consolidated financial statements and schedules of
Citicasters Inc. included in Amendment No. 3 to its Annual Report (Form
10-K/A) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG
Cincinnati, Ohio
August 5, 1994
