<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 of 15(d) of
The Securities Exchange Act of 1934
Date of Report: October 12, 1994 Commission File No. 1-8283
(Date of earliest event reported)
CITICASTERS INC.
Incorporated under the IRS Employer
laws of Florida Identification No. 59-2054850
One East Fourth Street
Cincinnati, Ohio 45202
Phone: (513) 579-2177
Former name or former address, if changed since last report -
not applicable
<PAGE>
ITEM 2
ACQUISITION OR DISPOSITION OF ASSETS
As previously disclosed on May 4, 1994, Citicasters Inc.
("Citicasters") entered into agreements with entities affiliated
with New World Communications Group, Incorporated ("New World")
whereby Citicasters agreed to sell its network affiliated
television stations in Birmingham, Alabama, Greensboro/Highpoint,
North Carolina, Kansas City, Missouri, and Phoenix, Arizona. On
September 9, 1994, Citicasters completed the sale of three of the
four network affiliated television stations to entities
affiliated with New World. The stations sold included KSAZ in
Phoenix, WGHP in Greensboro/Highpoint and WDAF in Kansas City.
The sale of the fourth station, WBRC in Birmingham, was completed
on October 12, 1994. Citicasters received $355.4 million in cash
and a warrant to purchase for five years 5,000,000 shares of New
World common stock at $15 per share. Citicasters estimates that
it will record a net gain totaling approximately $54 million on
the transactions. Proceeds from the sale were used to retire
approximately $305 million of long-term debt. The components of
the debt retirements are as follows: Bank Debt $210.5 million; 9
1/2% Notes - $17.5 million; 9 3/4% Notes - $75 million; and
Mortgage Debt - $2 million. Additionally, Citicasters utilized
$35.5 million to purchase 1,633,815 shares of its common stock.
On October 5, 1994 Citicasters entered into a new bank credit
facility with a group of banks. The new bank credit facility
provides the company with two revolving credit facilities: a
$125 million facility to fund future acquisitions and a $25
million facility for general corporate purposes.
ITEM 7(b)
PRO FORMA FINANCIAL INFORMATION
The proforma financial information was filed in Citicasters 10-Q
for the quarter ended June 30, 1994 on pages 8 through 13 and is
hereby incorporated by reference.
ITEM 7(c)
EXHIBITS
10. Amendments to the Asset Purchase Agreement by and
between Citicasters Co. and New World Communications
Group, Incorporated as of May 4, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CITICASTERS INC.
Date: October 20, 1994 By: Gregory C. Thomas
Gregory C. Thomas
Executive Vice President and
Chief Financial Officer
<PAGE>
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment dated as of May 24, 1994 (this "Amendment")
amends the Asset Purchase Agreement by and between Great American
Television and Radio Company, Inc., an Ohio corporation ("Sell-
er"), and New World Communications Group Incorporated, a Delaware
corporation ("Buyer"), dated as of May 4, 1994 (the "Asset
Purchase Agreement").
RECITALS:
WHEREAS, the parties have previously entered into the Asset
Purchase Agreement and have agreed to make certain amendments
thereto; and
WHEREAS, terms used but not defined herein shall have the
meanings respectively ascribed thereto in the Asset Purchase
Agreement;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained
herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby
agree as follows:
Section 1. Article 1 is hereby amended by adding to the
definitions set forth therein the following:
"Section 1.23. "Affiliation Adverse Effect" shall mean
any adverse effect on any of the Stations' Businesses or on
the Business Condition of any of the Stations arising as a
result of or in connection with (i) the Buyer's intention
not to seek to continue any of the Stations' affiliations
with any of the broadcast networks with which any such
Station is currently affiliated or (ii) Buyer's intention
to enter into affiliation arrangements with respect to any
of the Stations with a broadcast network other than that
with which any such Station is currently affiliated."
Section 2. Section 2.4(c) of the Asset Purchase Agree-
ment is amended and restated to read in its entirety as follows:
"(c) In the event that the Closing with respect to the
three (3) Stations other than Station WBRC does not occur
on or before November 4, 1994 and Seller is not then in
breach of its covenants under this Agreement, the Purchase
Price for any of the three (3) Stations other than Station
WBRC with respect to which a Closing shall not then have
occurred, shall be adjusted upwards by the amount set forth
on Schedule 2.4(c) hereto. In the event that the Closing
with respect to Station WBRC does not occur on or before
February 4, 1995 and Seller is not then in breach of its
covenants under this Agreement, the Purchase Price for
Station WBRC shall be adjusted upwards by the amount set
forth on Schedule 2.4(c) hereto. Nothing in this Section
2.4(c) shall be deemed to conflict with Seller's rights to
an adjusted purchase price for KSAZ in the circumstances
set forth in Section 12.3 below. Notwithstanding the
foregoing, no adjustment to the Purchase Price shall be
made pursuant to this Section 2.4(c) if the delay beyond
the dates referred to herein is caused by any action or
failure to act on the part of Seller which both (i) is
reasonably likely to cause such delay and (ii) constitutes
a breach by Seller of any provision of this Agreement;
provided, however, that no Affiliation Adverse Effect and
no litigation (including cross-claims and counterclaims)
relating to the matters set forth in clauses (i) and (ii)
of Section 1.23 hereof shall be deemed to constitute a
breach of Seller of any provision of this Agreement."
Section 3. Section 3.7 of the Asset Purchase Agreement
is hereby amended by adding to the beginning thereof (after the
caption) the words "Except as set forth on Schedule 3.7..." and
by adding to the end thereof the following new subsection (f):
"(f) Notwithstanding the foregoing, no Affiliation
Adverse Effect shall in any event constitute a breach of
any representation or warranty under paragraphs (c), (d) or
(e) of this Section 3.7."
Section 4. Section 3.8 of the Asset Purchase Agreement
is hereby amended by adding to the end thereof the following:
"Notwithstanding the foregoing, no Affiliation Adverse
Effect or related lawsuits, actions or other proceedings
shall in any event constitute a breach of any
representation or warranty under this Section 3.8."
Section 5. Section 3.19 of the Asset Purchase Agreement
is hereby amended by adding to the end thereof the following:
"Notwithstanding the foregoing, no Affiliation Adverse
Effect shall in any event constitute a breach of any repre-
sentation or warranty under this Section 3.19."
Section 6. Section 4.4 of the Asset Purchase Agreement
is hereby amended in its entirety as follows:
"Section 4.4 Buyer's Capitalization. The capitalization
of Buyer as of the date hereof, including all shares of
stock, common and preferred, all instruments convertible
into or exchangeable for shares of capital stock and all
rights to acquire shares of capital stock, is as set forth
in Schedule 4.4 attached hereto."
Section 7. Section 5.1 of the Asset Purchase Agreement
is hereby amended by adding to the end thereof the following
paragraph:
"Notwithstanding any other provision of this Section 5.1,
the covenants of Seller set forth in this Section 5.1 shall
not be deemed to have been violated or breached as a result
of any Affiliation Adverse Effect."
Section 8. Section 5.2 of the Asset Purchase Agreement
is hereby amended by adding to the end thereof the following
sentence:
"Notwithstanding any other provision of this Section 5.2,
the covenants of Seller set forth in this Section 5.2 shall
not be deemed to have been violated or breached as a result
of any Affiliation Adverse Effect."
Section 9. Section 10.10 of the Asset Purchase Agreement
is hereby amended and restated to read in its entirety as fol-
lows:
"Section 10.10. Affiliation Adverse Effect. Notwithstand-
ing any other provision of this Article 10, any failure by
Seller to satisfy any of the conditions to Buyer's obli-
gations under this Agreement which arises as a result of an
Affiliation Adverse Effect shall not relieve Buyer of its
obligations under this Agreement and shall be deemed to
have been waived by Buyer."
Section 10. A new Section 11.6 shall be added to the
Asset Purchase Agreement as follows:
"Section 11.6. Affiliation Adverse Effect-Related Litiga-
tion Indemnity. From and after the date of this Agreement,
Buyer shall indemnify and hold harmless the Seller Indemni-
fied Parties from and against any and all Loss and Expenses
suffered, directly or indirectly, by any Seller Indemnified
Party by reason of, or arising out of, litigation
(including cross-claims and counterclaims) initiated by any
broadcast network or parent company or corporate affiliate
of any broadcast network against Seller in connection with
the matters set forth in clauses (i) or (ii) of Section
1.23 hereof. The indemnification procedures set forth in
Section 11.3 hereof shall apply to any such indemnification
obligation. Notwithstanding any provisions of this
Agreement to the contrary, in no event shall Losses and
Expenses include a party's incidental or consequential
damages."
Section 11.A new Section 11.7 shall be added to the Asset
Purchase Agreement as follows:
"Section 11.7. Indemnity With Respect to Affiliation Ad-
verse Effects. From and after the date of this Agreement,
Buyer shall indemnify and hold harmless the Seller Indemni-
fied Parties from and against any and all damages, claims,
losses and expenses, costs, obligations and liabilities
(including Station lost profits) suffered, directly or
indirectly, by any Seller Indemnified Party by reason of,
or arising out of, the matters set forth in clauses (i) and
(ii) of Section 1.23 hereof; provided, however, that Buyer
shall have no indemnification obligations under this
Section 11.7 as to any Station if there is a Closing as to
that Station as to which the purchase price adjustment
contemplated by Section 2.4(c) hereof has been made.
Indemnification under this Section 11.7 shall be Seller's
sole remedy hereunder with respect to the matters described
in this Section 11.7 and Seller shall have no
indemnification rights under Section 11.2(a) hereof with
respect to the matters described in this Section 11.7."
IN WITNESS WHEREOF, this Agreement has been signed by or on
behalf of each of the parties as of the day first above written.
GREAT AMERICAN TELEVISION AND
RADIO COMPANY, INC.
By:
Name:
Title:
NEW WORLD COMMUNICATIONS GROUP
INCORPORATED
By:
Name:
Title:
<PAGE>
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
This Second Amendment dated as of September 2, 1994 (this
"Amendment") amends the Asset Purchase Agreement by and between
Citicasters Co. (formerly Great American Television and Radio
Company, Inc.), an Ohio corporation ("Seller"), and New World
Communications Group Incorporated, a Delaware corporation
("Buyer"), dated as of May 4, 1994 (as previously amended, the
"Asset Purchase Agreement").
RECITALS:
WHEREAS, the parties have previously entered into the Asset
Purchase Agreement and have agreed to make certain amendments
thereto; and
WHEREAS, terms used but not defined herein shall have the
meanings respectively ascribed thereto in the Asset Purchase
Agreement;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained
herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby
agree as follows:
12. Section 1.18 of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows:
Section 1.18 "Purchase Price" shall mean $355,400,000 and
the Warrant, subject to adjustment pursuant to Sections
2.4(c), 2.5, 5.13 and 12.3 hereof and allocated among the
Stations in accordance with Exhibit 2.9.
13. Section 2.1 of the Asset Purchase Agreement is hereby
amended by deleting the word "and" at the end of subsection (m)
thereof and by adding the following after subsection (n) thereof:
; and,
(o) those assets, including tangible personal property and
interests in real property, employed by Seller in the
operation of Seller's teleport facility in Kansas City,
Missouri (the "Teleport Facility").
14. Section 2.2(h) of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows:
(h) those assets, including tangible personal property,
employed by Seller in the operation of its Kansas City,
Missouri radio stations WDAF and KYYS and which are not
principally used in the operation of any Station (the
"Kansas City Radio Property");
15. Exhibit 2.9 to the Asset Purchase Agreement is hereby
replaced in its entirety by the new Exhibit 2.9 attached hereto.
16. The penultimate sentence of Section 3.6(b) of the Asset
Purchase Agreement is hereby amended to read in its entirety as
follows:
Except as set forth on Schedule 2.1(c) and except for the
rights of the users of the Kansas City Radio Property and
the Teleport Facility, none of the Real Properties or the
Leased Properties is subject to any lease, sublease,
license or other agreement in which Seller grants to any
other person any right to the use, occupancy or enjoyment
of the Real Properties or the Leased Properties or any part
thereof.
17. Section 4.4 of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows:
Section 4.4 Buyer's Capitalization. The capitalization of Buyer
as of September 2, 1994, including all shares of stock, common
and preferred, all instruments convertible into or exchangeable
for shares of capital stock and all rights to acquire shares of
capital stock, is as set forth in Schedule 4.4 attached hereto.
18. The undersigned Seller, on its own behalf and on behalf of
each of its affiliates, hereby fully and forever releases and
discharges each of Buyer and each of its present and former
officers, directors, employees, agents, representatives,
shareholders, attorneys, investment bankers, parents, subsidiar-
ies, affiliates and associates, and all of their respective
predecessors, successors, assigns, heirs, executors and adminis-
trators, from any and all claims, rights, demands, liens, agree-
ments, contracts, covenants, actions, suits, causes of action,
obligations, controversies, debts, costs, expenses, damages,
judgments, orders and liabilities of whatsoever kind or nature in
law, equity or otherwise, whether known or unknown, suspected or
unsuspected, actual or purported, now existing or hereafter
acquired, whether or not concealed or hidden, matured or unma-
tured, whether or not asserted in any litigation, and whether
based on fraud, malfeasance, negligence, willful misconduct, bad
faith or otherwise, arising from or growing out of any and all
matters in any way connected with or related to any inaccuracy,
alleged inaccuracy, beach or alleged breach of the representation
and warranty set forth in Section 4.4 of the Asset Purchase
Agreement, as such representation and warranty was in effect
prior to the execution of this Amendment.
19. Subsection 5.1(a) of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows:
(a) Except as required to separate the Kansas City Radio
Property from the Assets used in the business of Station
WDAF-TV, sell, lease, transfer, or agree to sell, lease, or
transfer any Assets;
20. Subsection 5.1(g) of the Asset Purchase Agreement is hereby
deleted and replaced with the following:
(g) [Intentionally omitted];
21. Section 5.13 of the Asset Purchase Agreement is hereby
amended by adding to the end thereof the following subsection
(e):
(e) Buyer and Seller acknowledge and agree that the
Inspection Firm's report with respect to the real property
at the WDAF site in Kansas City (the "WDAF Site") revealed
the presence of Hazardous Substances in the soil and
groundwater at the WDAF Site caused by leaking underground
storage tanks (as and to the extent described and disclosed
in such Inspection Firm's report, the "Tank-Related
Contamination"). Buyer and Seller further acknowledge and
agree that remediation of the Tank-Related Contamination at
the WDAF Site is required by Applicable Environmental Laws.
Buyer and Seller reasonably estimate that the costs to
remediate the Tank-Related Contamination at the WDAF Site
will exceed $500,000. Pursuant to clause (ii) of the
second sentence of subsection 5.13(d) hereof, Buyer has
elected to consummate the transactions contemplated hereby.
Buyer and Seller agree that $500,000 of the cash Purchase
Price for Station WDAF-TV Shall be paid by Buyer to the
Escrow Agent pursuant to an Escrow Agreement dated as of
the Closing Date in substantially the form of Exhibit
5.13(e) (the "Environmental Escrow Agreement") to be used
to discharge Seller's obligations under this Agreement to
Buyer in respect of the Tank-Related Contamination. Buyer
and Seller shall cooperate on the design, scope,
implementation and completion of any remediation plan in
respect of the Tank-Related Contamination, and the consent
of each party (not to be unreasonably withheld or delayed)
shall be required prior to the implementation or the
completion of any such plan. Amounts held by the Escrow
Agent under the Environmental Escrow Agreement shall be
disbursed pursuant to the terms and conditions of the
Environmental Escrow Agreement. Nothing in this Section
5.13(e) shall in any way extend, expand, restrict or limit
Buyer's rights under this Agreement in respect of any
environmental condition or violation at any of the Stations
(including Station WDAF-TV), other than the Tank-Related
Contamination.
22. Section 6.8 of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows (and it is hereby
expressly understood and agreed that in no event shall any
action, event or circumstance (including, without limitation, the
issuance of any security, right, option, warrant or similar
instrument, any agreement, commitment or obligation to effect
such an issuance, or any future issuance pursuant to any such
agreement, commitment or obligation) arising prior to the date of
this Second Amendment require or give rise to any right or
entitlement to any adjustment in the exercise price of the
Warrant or in the number of shares issuable upon exercise of the
Warrant, either prior to the issuance thereof or following the
issuance thereof; provided, however, that, without duplication of
the proviso to Section 6.8 as hereby amended, to the extent any
shares of stock, instruments convertible into or exchangeable for
shares of capital stock or rights to acquire shares of capital
stock outstanding as of the date hereof are required to be
disclosed pursuant to Section 4.4 of the Asset Purchase Agreement
(as hereby amended), but are not so disclosed on Schedule 4.4
attached to this Amendment, this Amendment is not intended to and
shall not effect any waiver of Seller's right pursuant to Section
6.8 of the Asset Purchase Agreement as hereby amended with
respect to an adjustment in the exercise price of the Warrant or
in the number of shares purchasable upon exercise of the Warrant
with respect to any such shares of stock, instruments convertible
into or exchangeable for shares of capital stock or rights to
acquire shares of capital stock):
Section 6.8 Actions With Respect to the Warrant. If,
after September 2, 1994 and prior to issuance of the
Warrant, Buyer shall take any action which, if the Warrant
had been issued and outstanding as of the date of any such
action (and assuming solely for such purpose that the "Date
of Issuance" as defined and used in the Warrant had been
September 2,1 994), would have required an adjustment in
the exercise price of the Warrant or in the number of
shares purchasable upon exercise of the Warrant, then the
exercise price of the Warrant or such number of shares
shall be adjusted upon issuance of the Warrant to give
effect to the adjustment which would have been required as
a result of any such action; provided, however, that in the
event any such action shall have been taken following May
4, 1994 but prior to September 2, 1994 which is required to
have been disclosed pursuant to Section 4.4 of this
Agreement (including as amended through and including
September 2, 1994), but which was not so disclosed, Seller
shall be entitled to the adjustment contemplated by this
Section 6.8 with respect to such action.
23. Paragraph (a) of Section 9.1 of the Asset Purchase
Agreement is hereby amended to read in its entirety as follows:
<PAGE>
(a) Each of the representations and warranties of
Buyer contained in this Agreement and in the Warrant shall
have been true and accurate as of the date when made and,
except for representations and warranties that specify a
particular date (including "the date hereof") in the appli-
cable provision (which shall have been true and accurate on
such date), shall be deemed to be made again on and as of
the Closing Date, and shall be true and accurate in all
material respects on the Closing Date;
24. Section 9.6 of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows:
Section 9.6 Division of Kansas City Assets. Seller and
Buyer shall have agreed to a separation, to their mutual
satisfaction after consultation with one another, of the
Kansas City Radio property from the assets being sold to
Buyer and relating to Station WDAF-TV, entering into leases
for certain uses of Station WDAF-TV's transmitter tower by
Seller's radio stations WDAF and KYYS, and entering into a
facilities agreement with respect to use by radio stations
WDAF and KYYS of certain space in Station WDAF-TV's
facility during a twelve (12) month transition period after
the Closing with respect to that Station.
25. The definition of "Permitted Issuances" in the form of
Warrant attached as Exhibit 1.22 to the Asset Purchase Agreement
is hereby amended to read in its entirety as follows:
"Permitted Issuances" means any securities of the
Company issued upon exercise or conversion of, or in accor-
dance with the terms of or pursuant to, (i) any security or
other contractual right of the Company or of any other
Person which is issued and outstanding on the Date of Issu-
ance, (ii) any Equivalent Warrant which, if such Equivalent
Warrant had instead been Common Stock, would not have re-
sulted in any adjustments to this Warrant, (iii) any
security which is itself a Permitted Issuance, (iv) any
Warrants issued in respect of or in exchange for this
Warrant, (v) any securities issued to employees of the
Company or to employees of any of its affiliates pursuant
to a plan and in the ordinary course of the Company's
business, or (vi) any securities reflected in Schedule 4.4
(updated as of September 2, 1994) to the Asset Purchase
Agreement pursuant to which this Warrant was originally
issued, and any securities as to which any adjustment was
made with respect to this Warrant pursuant to Section 6.8
of such Asset Purchase Agreement.
<PAGE>
IN WITNESS WHEREOF, this Amendment has been signed on
behalf of each of the parties hereto as of the day first above
written.
CITICASTERS CO.
(formerly GREAT AMERICAN
TELEVISION AND RADIO
COMPANY, INC.)
By:
Name: Jerome L. Kersting
Title: Senior Vice President
Business Affairs
NEW WORLD COMMUNICATIONS GROUP
INCORPORATED
By:
Name: William C. Bevins
Title: President and Chief
Executive Officer
<PAGE>
EXHIBIT 2.9
WBRC $ 94.13 MM
WDAF $ 93.22 MM
KSAZ $135.15 MM plus the Warrant
WGHP $ 32.90 MM
<PAGE>
EXHIBIT 4.4
Issued and outstanding (fully diluted)
(all amounts on common equivalent basis)
Class A & B Common Stock 68,340,792
(including all Class A and C Warrants)
Class B Warrants 1,857,915
Class E (or G) Warrants 1,250,000
Class F (or H) Warrants 4,625,000
Class I Warrants 1,000,000
Class J Warrants 500,000
Employee stock options 3,125,000
Series A Preferred Stock 5,903,188
Series B Preferred Stock 19,349,845
Series C (or D) Preferred Stock -0-
105,951,740
