<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant x
Filed by a party other than the registrant
Preliminary proxy statement
x Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c)
or Rule 14A-12
CITICASTERS INC.
(Name of Registrant as Specified in Its Charter)
Samuel J. Simon
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
x $125 per Exchange Act Rule 0-11(c)(1)(ii), 1 4 a -
6(i)(1), or 14a-6(j)(2).
$500 per each party to the controversy pursuant to
Exchange Act rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act rule
0-11: ftnt. 1
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing.
<PAGE>
<PAGE>
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1. Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE>
<PAGE>
CITICASTERS INC.
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
___________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on May 16, 1995
__________________________
To our Shareholders:
The Annual Meeting of Shareholders of Citicasters Inc. will
be held on Tuesday, May 16, 1995, at 11:00 a.m., Eastern Time, in
the Filson Room of The Cincinnatian Hotel, 601 Vine Street,
Cincinnati, Ohio. The meeting will be held for the following
purposes:
1. To elect six directors;
2. To approve the Company's 1994 Directors' Stock Option
Plan; and
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on
April 10, 1995, are entitled to receive notice of and to vote at
the 1995 annual meeting or any adjournments thereof.
You are invited to be present at the meeting so that you can
vote in person. Whether or not you plan to attend the meeting,
please date, sign and return the accompanying proxy card in the
enclosed, postage-paid envelope. If you do attend the meeting,
you may either vote by proxy or revoke your proxy and vote in
person. You may also revoke your proxy at any time before the
voting by written revocation or by submitting a later-dated proxy
card.
Sincerely,
Carl H. Lindner
Chairman of the Board
Cincinnati, Ohio
April 17, 1995
<PAGE>
<PAGE>
CITICASTERS INC.
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Citicasters
Inc. ("Citicasters" or the "Company") to be voted at the Annual
Meeting of Shareholders to be held at 11:00 a.m., Eastern Time,
on May 16, 1995 in the Filson Room at The Cincinnatian Hotel, 601
Vine Street, Cincinnati, Ohio, and at any adjournment thereof.
Any shareholder who executes the accompanying proxy may
revoke it any time before it is exercised by submitting either
written notice to the undersigned or a duly executed proxy
bearing a later date. Properly executed proxies not revoked will
be voted as specified thereon.
The Company will pay the cost of soliciting proxies,
including reimbursement of brokerage firms, banks and other
nominees for their actual out-of-pocket expenses in forwarding
proxy material to beneficial owners of Citicasters common stock.
The approximate date on which this Proxy Statement and the
accompanying proxy card were first mailed to shareholders is
April 17, 1995.
VOTING AT THE MEETING
Only shareholders of record at the close of business on
April 10, 1995 (the "Record Date") are entitled to notice of and
to vote at the meeting. On that date there were 8,976,611
outstanding shares of Class A Common Stock ("Common Stock").
The holders of Common Stock are entitled to one vote on each
matter to be voted on at the meeting for each share of Common
Stock held of record by such holder as of the Record Date.
<PAGE>
<PAGE>
PRINCIPAL SHAREHOLDERS
The following shareholders are the only persons known by the
Company to own beneficially 5% or more of its outstanding Common
Stock on the Record Date:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and address of Beneficial Owner Beneficial Ownership Class
<S> <C> <C>
American Premier Group, Inc. and its 37.5%
subsidiaries (collectively "American 3,366,057 (a)
Premier")
One East Fourth Street
Cincinnati, Ohio 45202
FMR Corp.
82 Devonshire Street 897,300 (b) 10.0%
Boston, Massachusetts 02109
Carl H. Lindner
One East Fourth Street 1,557,468 (c) 17.4%
Cincinnati, Ohio 45202
<FN>
(a) Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and Keith E.
Lindner, (collectively "the Lindner Family") the beneficial owners of
49.8% of American Premier's common stock, share with American Premier
voting and investment power with respect to the shares of Citicasters'
Common Stock owned by American Premier. American Premier and the
Lindner Family may be deemed to be controlling persons of the Company.
(b) All shares beneficially owned by a subsidiary which acts as an
independent advisor with certain rights of disposition, but without the
right to vote.
(c) Excludes 3,366,057 shares of Common Stock held by American Premier and
includes 101,317 shares of Common Stock held by a charitable foundation
over which Mr. Lindner shares voting and/or dispositive power.
</TABLE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
In November 1994, following the voluntary resignations from
the Board of Directors of Messrs. Nathan Bilger, Bradley J.
Wechsler and Randolph L. Booth, the Board of Directors amended
the Company's Bylaws. Among other things, the Amendment
eliminated the staggered Board and provided for concurrent one
year terms for each Board member. The Board also reduced the
number of its members from nine to six.
- 2 -
<PAGE>
<PAGE>
NOMINEES FOR DIRECTOR
The Board of Directors has nominated six candidates for
election at the Annual Meeting as Directors to serve until the
next Annual Meeting and until their successors are elected and
qualified. The nominees are CARL H. LINDNER, S. CRAIG LINDNER,
JOHN P. ZANOTTI, JAMES E. EVANS, THEODORE H. EMMERICH AND JULIUS
S. ANREDER. If the nominees should become unable to serve, the
proxies received in response to this solicitation which were
voted in favor of such nominees will be voted for the election of
such other persons as shall be designated by the Board of
Directors. Proxies cannot be voted for a greater number of
persons than the number of nominees named in this Proxy Statement
as candidates for election to the Board of Directors. The six
nominees receiving the highest number of votes will be elected as
directors.
The following biographical information has been furnished by
the nominees:
MR. CARL H. LINDNER is Chairman of the Board and Chief
Executive Officer of American Premier. American Premier is a
holding company which was formed to acquire and own all of the
outstanding common stock of both American Financial Corporation
("AFC") and American Premier Underwriters, Inc., in a transaction
which was consummated in March 1995. Mr. Lindner has been
Chairman of the Board of Directors and Chief Executive Officer of
AFC since it was founded over 35 years ago and has been Chairman
of the Board and Chief Executive Officer of American Premier
Underwriters, Inc. since 1987. American Premier is a holding
company operating in property and casualty insurance businesses
through wholly-owned and majority-owned subsidiaries and other
companies in which it holds significant ownership interests. Mr.
Lindner also serves as Chairman of the Board of the following
companies whose common stock is publicly traded: American
Annuity Group, Inc. ("AAG"), American Financial Enterprises, Inc.
("AFEI"), and Chiquita Brands International, Inc. ("Chiquita").
American Premier owns a substantial beneficial interest in all of
these companies. Although not a director or officer of the
Company at the time of the filing of the prepackaged plan of
reorganization under Chapter 11 of the Bankruptcy Code (the
"Restructuring"), Mr. Lindner had been Chairman of the Board and
Chief Executive Officer of Citicasters prior to 1993. He was
appointed to the position of Chairman of the Board in January
1994. Age 75.
MR. ZANOTTI has been a member of the Board and Chief
Executive Officer of Citicasters since December 1992, having
previously served as its Executive Vice President and the
President and Chief Operating Officer of the Company's wholly-
owned subsidiary, Great American Broadcasting Company ("GABC"),
since January 1992. Mr. Zanotti had served as President-
Television Group of GABC since
- 3 -
<PAGE>
<PAGE>
February 1991. Prior to such time, Mr. Zanotti was Publisher of
the Arizona Republic and The Phoenix Gazette and Chief Executive
Officer and Executive Vice President of Phoenix Newspapers, Inc.
from March 1990 to February 1991. Prior to such time, Mr.
Zanotti was President and Publisher of The Cincinnati Enquirer.
Mr. Zanotti was the Chief Executive Officer of the Company during
the Restructuring. Age 46.
MR. EMMERICH, prior to his retirement in 1986, was managing
partner of the Cincinnati office of Ernst & Whinney, an
independent accounting firm (now Ernst & Young). He is also a
director of American Premier, Cincinnati Milacron Commercial
Corporation, Carillon Fund, Inc., a trustee of Carillon
Investment Trust, Gradison Custodian Trust, Gradison McDonald
Municipal Custodial Trust, Gradison McDonald Cash Reserves Trust
and Summit Investment Trust. Mr. Emmerich has served as a
director of Citicasters since 1989. Age 68.
MR. S. CRAIG LINDNER, a director since 1982, has served as
President of AAG since March 1993. For more than five years, he
has also been Senior Executive Vice President of American Money
Management Corporation, a subsidiary of AFC which provides
investment management services to AFC and certain of its
affiliates. He is also a director of AAG, American Premier and
Chiquita. He is the son of Carl H. Lindner. Age 40.
MR. ANREDER is a partner of Oscar Gruss & Son, the
controlling shareholder of Oscar Gruss & Son, Inc., a New York
City-based member firm of the New York Stock Exchange. Mr.
Anreder has served as a Vice President of Oscar Gruss & Son, Inc.
for over five years. Mr. Anreder was appointed to the Board of
Directors of Citicasters in October 1994. He also is a member of
the Board of Directors of AFEI. Age 61.
MR. EVANS, a director since 1984, has served as Vice
President and General Counsel of AFC for more than five years.
He is also director of AFEI and American Premier. Age 49.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THESE SIX NOMINEES.
PROPOSAL NO. 2 - APPROVAL OF THE 1994 DIRECTORS' STOCK OPTION
PLAN
On November 3, 1994, the Board of Directors adopted the 1994
Directors' Stock Option Plan subject to approval within twelve
months by Citicasters' shareholders. The purpose of the 1994
Directors' Stock Option Plan (the "Directors' Plan") is to
advance the interests of Citicasters in attracting and retaining
- 4 -
<PAGE>
<PAGE>
outstanding individuals to serve as non-employee Directors by
offering such persons an opportunity to invest in the Company's
Common Stock.
The following is a brief description of the material
provisions of the Directors' Plan. Shareholders are urged to
carefully review the copy of the complete Directors' Plan
attached hereto as Annex A.
The Directors' Plan provides that Stock Options will be
granted to directors of Citicasters who are not also employees of
Citicasters or its subsidiaries ("Eligible Directors"). The
Directors' Plan provides for automatic grants of stock options to
Eligible Directors. On the effective date of the Directors'
Plan, each Eligible Director was granted an option to purchase
10,000 shares of Citicasters' Common Stock. On each September 1
thereafter, each Eligible Director will be granted 1,000 Stock
Options. Each person elected as a director of Citicasters who
was not a director on the effective date of the Directors' Plan
and qualifies as an Eligible Director will be granted 10,000
Stock Options on the date of election. The Compensation
Committee is responsible for administering the Directors' Plan.
The directors appointed to the Compensation Committee are Messrs.
Carl H. Lindner, S. Craig Lindner and James E. Evans, each of
whom are presently eligible for grants under the terms of the
Plan.
The aggregate number of stock options which may be granted
pursuant to the Directors' Plan is limited to 200,000, subject to
adjustment in the case of stock dividends, stock splits and
similar events. Stock Options are granted with a specific option
price which is equal to the last closing price for the Common
Stock on the date of the grant. For the initial grant of stock
options to Messrs. Anreder, Emmerich, Evans, Carl H. Lindner and
S. Craig Lindner, the exercise price was $23.25.
Options generally become exercisable upon the first
anniversary of the date of grant to the extent of twenty percent
(20%) of the total shares covered by the option with an
additional twenty percent (20%) of the total shares covered by
the Option becoming exercisable on each succeeding anniversary.
This right of exercise is cumulative and options may be
exercisable in whole or in part. The Compensation Committee is
authorized, however, to accelerate the vesting schedule if the
Committee, in its sole discretion, determines that acceleration
would be desirable for the Company. The Plan also provides for
acceleration in the case of termination of services as a director
for reasons related to retirement, death or disability and upon
certain merger or acquisition transactions involving the Company.
The term of the option is generally for ten years. The Plan
provides exceptions to the general rule that options may only be
exercised while the
- 5 -
<PAGE>
<PAGE>
grantee remains a director, including exceptions for termination
as a director resulting from retirement, death or disability.
Pursuant to Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), directors, certain
officers and 10 percent stockholders of the Company are generally
liable to the Company for repayment of any "short-swing" profits
realized from any non-exempt purchase and sale of common stock
occurring within a six-month period. Rule 16b-3, promulgated
under the Exchange Act, provides an exemption from Section 16(b)
liability for certain transactions by an officer or director
pursuant to an employee benefit plan that complies with such
rule. Specifically, the grant of an option under an employee
benefit plan that complies with Rule 16b-3 will not be deemed a
purchase of a security for Section 16(b) purposes. The Plan is
designed to comply with Rule 16b-3. Shareholder approval of the
Plan is being sought to exempt the grant of options from the
operation of Section 16(b) as well as to comply with the rules of
NASDAQ, the national securities exchange upon which the Company's
Common Stock is listed.
Stock options may be exercised, to the extent vested, during
certain window periods immediately following the release by the
Company of quarterly results of operations, so long as the
recipient of the stock option remains a director of the Company
or one of its subsidiaries. Upon the exercise of an option, the
underlying shares of Common Stock must be paid for in full,
either by check payable to the Company or by delivery of Common
Stock having a fair market value equal to the exercise price, or
in any combination thereof. The director must pay to the Company
an amount equal to any tax which the Company is required to
withhold under any federal, state or local tax laws.
Directors who receive options incur no federal income tax
liability at the time of grant. Upon the exercise of options,
the excess of the fair market value of the shares on the date of
exercise over the option exercise price is ordinary income to the
optionholder at the time of the exercise. The tax basis for the
shares purchased is their fair market value on the date of
exercise. The Company is entitled to a tax deduction equal to
the amount of the ordinary income recognized by the optionholder
in connection with the exercise of the option.
Subject to limitations imposed by law, the Board of
Directors of Citicasters may amend or terminate the Directors'
Plan at any time and in any manner. In addition, certain
material amendments require shareholder approval to the extent
required by Rule 16b-3.
- 6 -
<PAGE>
<PAGE>
Approval of the Directors' Plan requires the affirmative
vote of the majority of the shares voting and abstaining at the
meeting in person or by proxy. THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE CITICASTERS
INC. 1994 DIRECTORS' STOCK OPTION PLAN.
ADJOURNMENT AND OTHER MATTERS
A motion for adjournment or other matters properly brought
before the meeting requires the affirmative vote of a majority of
the shares represented at the meeting in person or by proxy for
approval. The management of Citicasters knows of no other
matters to be presented at the meeting other than those mentioned
in the notice. If any other matter should be presented at the
meeting or any adjournment thereof upon which a vote properly may
be taken, it is intended that shares represented by proxies in
the accompanying form will be voted in accordance with the
judgment of the person or persons voting said shares.
VOTING OF PROXIES
Unless a different choice is indicated, a proxy card
properly signed by a shareholder will be voted "FOR" the six
Directors nominated to be elected at the meeting and "FOR"
approval of the 1994 Directors' Stock Option Plan. If authority
is not withheld to vote for any or all of the nominees, a signed
proxy card will be voted "FOR" the election of the six nominees
proposed by the Board of Directors. If any other matters
properly come before the meeting or any adjournment thereof, each
proxy will be voted in the discretion of the proxies named
therein. Abstentions and shares otherwise not voted for any
reason, including broker non-votes, will have no effect on the
outcome of any vote taken at the meeting, except as indicated
under Proposal No. 2.
- 7 -
<PAGE>
<PAGE>
INFORMATION CONCERNING MANAGEMENT
The executive officers of the Company are:
OFFICER
NAME POSITION SINCE
Carl H. Lindner Chairman of the Board 1994
John P. Zanotti Chief Executive Officer, 1992
Director
Gregory C. Thomas Executive Vice President, Chief 1990
Financial Officer and
Treasurer
Samuel J. Simon Senior Vice President, General 1990
Counsel and Secretary
Following are summaries of the business background of the
executive officers of the Company. As Messrs. Lindner and
Zanotti are directors of the Company nominated for election at
this Annual Meeting, their background information is set forth
above under "NOMINEES FOR DIRECTOR."
GREGORY C. THOMAS was elected Executive Vice President and
Chief Financial Officer in May 1990, and for over three years
prior to such time served as Senior Vice President and Chief
Financial Officer of GABC. Mr. Thomas was appointed Treasurer of
the Company in March 1992. Age 47.
SAMUEL J. SIMON was elected Senior Vice President in July
1994 and appointed General Counsel and Secretary in May 1990.
Prior to January 1, 1994, Mr. Simon had served for more than five
years as an attorney in the General Counsel's Office of AFC. Age
38.
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ending
December 31, 1994, 1993 and 1992, the cash compensation paid by
Citicasters as well as certain other compensation paid during or
accrued for those years, to each of the five highest paid
executive officers of the Company.
- 8 -
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
Other Annual Securities Underlying
Bonus Compensation Options Granted
Name and Principal Position Year (1) Salary ($) ($) (2) ($) (3) (# of Shares)
<S> <C> <C> <C> <C> <C>
John P. Zanotti 1994 $433,200 $530,000 $13,858 250,000
Chief Executive Officer 1993 $393,200 $472,500 $6,082 0
1992 $335,000 $120,000 $2,580 0
Gregory C. Thomas
Executive Vice 1994 $229,900 $180,000 $9,198 45,000
President and Chief 1993 $214,480 $165,000 $5,875 0
Financial Officer 1992 $210,000 $20,000 $3,520 0
Samuel J. Simon
Senior Vice President, 1994 $289,120 $135,000 $7,405 22,500
General Counsel and
Secretary
William T. Baumann 1994 $104,740 $-0- $138,328 0
Executive Vice 1993 $208,690 $60,000 $5,862 0
President 1992 $210,000 $-0- $3,520 0
Anita L. Wallgren 1994 $124,120 $-0- $103,341 10,000
Vice President and 1993 $121,200 $12,500 $4,296 0
Associate General Counsel 1992 $119,000 $10,000 $3,080 0
<FN>
(1) Compensation information is omitted from the table for Mr. Mazuk for 1992 because he was not an
officer of the Company during that period, and for Mr. Simon for years 1992 and 1993 as he was not
compensated by the Company during such years.
(2) Includes annual cash bonuses and, for Messrs. Zanotti, Thomas and Simon, $180,000, $45,000 and
$45,000, respectively, in stock bonuses (valued as of the date of grant) awarded upon successful
completion of the sale of four of the Company's television stations.
(3) Includes compensation in the form of group life insurance premiums, executive long term disability
premiums, and contributions to the Thrift Savings Plan, respectively, for each person as follows:
Mr. Zanotti - $1,218, $8,972, $3,666; Mr. Thomas - $591, $4,097, $4,500; Mr. Simon - $303, $2,601,
$4,500; Mr. Baumann - $261, $0, $3,507; Ms. Wallgren -$133; $619, $4,025. The amount also includes
severance payments to Mr. Baumann and Ms. Wallgren.
</TABLE>
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<PAGE>
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of Common Stock
beneficially owned by each current Director and by all Directors
and executive officers of the Company as a group as of April 1,
1995.
Amount and
Name of Beneficial Owner Nature of Percent of
Beneficial Class
Ownership
Carl H. Lindner 1,557,46(a) 17.4%
John P. Zanotti 62,503(b) *
Theodore H. Emmerich 1,300 *
S. Craig Lindner 30,000(c) *
James E. Evans 40,000 *
Julius S. Anreder -0- *
All Directors and executive 1,715,73(a)(b) 19.1%
* Less than one percent
(a) Excludes 3,366,057 shares of Common Stock held by American
Premier and includes 101,317 shares of Common Stock held by
a charitable foundation over which Mr. Lindner shares voting
and/or dispositive power.
(b) Includes shares of Common Stock which the named Director or
all Directors and executive officers as a group has the
right to acquire within 60 days, through the exercise of
stock options, in the following amounts: Mr. Zanotti,
40,000 shares; all Directors and executive officers as a
group, 48,500 shares.
(c) Excludes 3,366,057 shares of Common Stock held by American
Premier and includes 22,000 shares of Common Stock held by
his spouse as custodian for their minor children or in a
trust over which his spouse has voting and dispositive
power.
Several of the Company's directors and executive officers
also beneficially owned shares of American Premier common stock
as of April 1, 1995, in the following amounts: Carl H. Lindner -
11,775,349; S. Craig Lindner - 4,664,949; Theodore H. Emmerich -
12,219; James E. Evans - 36,819; Julius S. Anreder - 4,542.
- 10 -
<PAGE>
<PAGE>
STOCK OPTION GRANTS, EXERCISES AND HOLDINGS
The following tables contain information concerning grants
of stock options to the named executive officers under the
Company's 1993 Stock Option Plan during the year ended December
31, 1994 and the year end values of all stock options. No
options were exercised by such officers during 1994.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1994
INDIVIDUAL GRANTS
Number of % of Total
Securities Options
Underlying Granted to Exercise Price Grant Date
Options Employees in ($/Sh) Expiration Present Value
Name Granted (#) 1994 Date ($)(1)
<S> <C> <C> <C> <C> <C>
John P. Zanotti 200,000 34.4 $15.00 1-04-04 $1,238,000
50,000 29.6 22.00 12-15-04 441,500
Gregory C. Thomas 30,000 5.2 15.00 1-04-04 185,700
15,000 8.9 22.00 12-15-04 132,450
Samuel J. Simon 12,500 2.1 15.00 1-04-04 77,375
10,000 5.9 22.00 12-15-04 88,300
Anita L. Wallgren 10,000 1.7 15.00 1-04-04 61,900
<FN>
(1) The grant date present value was calculated using a variation of the Black-Scholes option pricing
model. The assumptions used in the model included: risk free interest rates of 5.89% for the
January 4, 1994 grant and 7.79% for the December 15, 1994 grant; an expected Citicasters stock price
volatility of .10; and no dividend yield. In addition, the Black-Scholes model output was modified
by a 25% discount to reflect the risk of forfeiture due to restrictions on exercise of the options in
accordance with the five year vesting provision and to reflect the non-transferability of the
options.
</TABLE>
- 11 -
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1994 OPTION EXERCISES AND YEAR END VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Year End at Year End (a)
Options Value Exercisable/ Exercisable/
Name Exercised Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
John P. Zanotti -0- -0- 0/250,000 0/2,087,500
Gregory C. Thomas -0- -0- 0/45,000 0/333,750
Samuel J. Simon -0- -0- 0/22,500 0/149,375
Anita L. Wallgren -0- -0- 0/10,000 0/97,500
<FN>
(a) The value of unexercised in-the-money options is calculated based on the closing market price for
Citicasters Common Stock on December 31, 1994 of $24.75 per share.
</TABLE>
COMPENSATION OF DIRECTORS
Effective October 1994, each Director who is not a salaried
officer of Citicasters is paid an annual fee of $20,000 plus
$1,500 for each Board of Directors meeting attended in 1994.
Directors who are not salaried officers and serve on committees
of the Board of Directors received an additional fee of $750 per
committee meeting attended. Committee chairmen not otherwise
compensated for their services to the Company were paid an
additional $5,000 annually.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934 requires
the Company's executive officers, directors and persons who own
more than 10% of a registered class of Citicasters' equity
securities to file reports of ownership and changes in such
ownership. Based on a review of copies of such forms received by
it, the Company believes that all of its executive officers,
directors and 10% owners complied with the Section 16 reporting
requirements.
- 12 -
<PAGE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1994, the Compensation Committee reviewed and set the
compensation of the Company's executive officers, including those
listed in the Compensation Table.
The factors considered by the Committee when making
compensation decisions in 1994 were primarily subjective. As in
past years, the Committee considers the profitability of the
Company and the market value of its stock in addition to
evaluating executive performance. During 1994, among other
factors, the Committee also considered the ability of the
executives to execute the business plan or stated objectives of
the Board, to manage the day to day affairs of the Company,
and the special contributions of the executives in successfully
negotiating the sale of four of the Company's television stations.
The annual base salaries of the executive officers were
approved by the Committee at levels which it believes are
appropriate for the respective positions and levels of
responsibilities of such officers. These salaries are based upon
recommendations made by the chief executive officer, John P.
Zanotti. Mr. Zanotti did not make any recommendations with
regard to his own compensation.
The Committee feels that it is very important to be able
attract, retain and draw upon highly skilled management. As
such, the Committee also utilizes both annual and special
bonuses, which may be in cash or in the Company's common stock,
and stock option grants. In its consideration of annual bonus
awards, the Committee does not base awards on specific monetary
targets or goals, but does strive to compensate the Company's
executive officers fairly for their individual efforts and
accomplishments. The Committee believes that this practice,
although somewhat subjective, also serves to motivate the
Company's executives to even greater achievements in the near
term. In 1994, the Committee also awarded "special" bonuses to
Messrs. Zanotti, Thomas and Simon relating to their efforts in
connection with the television station sales. These amounts are
included in the Compensation Table.
Stock options also represent a performance-based portion of
the Company's compensation system. The Company believes that
shareholders' interests are well served by aligning the
executives' interest with those of shareholders by the grant of
stock options. The Company believes that these features provide
an optionee with substantial incentives to maximize the Company's
long-term success. All of the executives named in the
Compensation Table were granted options during 1994 under the
1993 Stock Option Plan.
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<PAGE>
The Committee believes that Mr. Zanotti's annual salary and
bonus compensation is commensurate with the duties of his office
as the Company's chief executive officer and the achievements of
the Company during 1994. The increase in his total compensation
over the previous year is reflective of the continued strong
performance of the Company's radio and television groups and the
successful implementation of the business plan for the Company as
established in connection with the 1993 Restructuring. The
Committee believes that Mr. Zanotti fully and effectively
discharged the responsibilities of his position with Citicasters
to the Company and the shareholders' substantial benefit.
The Committee uses primarily the same criteria to evaluate
the performance of the other executive officers as it uses for
the chief executive officer, except that it weighs heavily the
recommendations of the chief executive officer. The Committee
weighed the significance of the current contributions of the
executives as well as the challenges and responsibilities which
they faced. Upon considering the duties and performance of the
other executive officers of the Company, the Committee concluded
that they also fully and effectively discharged the
responsibilities of their positions with Citicasters to the
Company's substantial benefit.
Carl H. Lindner
S. Craig Lindner
James E. Evans
PERFORMANCE GRAPH
The following graph compares the cumulative total
shareholder return on the Company's post-restructuring common
stock with the cumulative total return of the Standard & Poor's
("S&P") 500 Stock Index and a peer group comprising eight
companies engaged in radio or radio and television broadcasting
("Peer Group") from December 28, 1993 (the effective date of the
registration of the Common Stock under Section 12 of the
Securities and Exchange Act in connection with the restructuring)
to December 31, 1994. These companies include Clear Channel
Communications Inc., EZ Communications Inc., Evergreen Media
Corp., Granite Broadcasting Corp., Infinity Broadcasting Corp.,
Jacor Communications Inc., Outlet Communications Inc. and Saga
Communications Inc. The Company had previously utilized the S &
P Broadcast Media Index (which was $95.00 at the end of 1994) but
the Company discontinued using this Index of more diversified
media companies in favor of a Peer Group deriving revenues
primarily from the operation of radio or radio and television
stations.
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<PAGE>
PERFORMANCE GRAPH
1993 1994
Citicasters Common Stock 100.00 147.76
Broadcast Peer Group 100.00 114.87
S&P 500 100.00 101.32
Assumes $100 invested on December 28, 1993 in Citicasters'
common stock, the S&P 500 Stock and the Peer Group,
including reinvestment of dividends.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Executive compensation is determined by the Compensation
Committee of the Board of Directors. The Compensation Committee
consists of S. Craig Lindner, Carl H. Lindner and James E. Evans,
none of whom are salaried employees of the Company. Carl H.
Lindner is also Chairman of the Board and Chief Executive Officer
of AFC. AFC's Board of Directors sets the compensation which Mr.
Lindner receives from AFC. See "Certain Transactions" for
additional information concerning relationships between
Citicasters and AFC and their respective subsidiaries.
CERTAIN TRANSACTIONS
Citicasters has had and expects to continue to have
transactions with its directors, officers, principal
shareholders, their affiliates and members of their families.
The terms of these transactions are comparable to those which
would apply to unrelated parties.
The Company purchases substantially all of its property and
casualty insurance coverage through certain subsidiaries of AFC.
During 1994, approximately $944,000 were remitted to AFC
insurance company subsidiaries.
Citicasters leases its corporate headquarters from AFC under
a five year lease, effective as of November, 1994. During 1994,
Citicasters paid $232,435 to AFC under the lease.
Citicasters estimates that the following affiliates of and
entities in which American Premier or Carl H. Lindners' immediate
family members have or had substantial holdings paid in the
aggregate approximately $715,000 in radio and television
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<PAGE>
advertising fees to Citicasters during 1994: Chiquita, The
Provident Bank, United Dairy Farmers, Inc. (principally owned by
Robert D. Lindner, brother of Carl H. Lindner) and Thriftway,
Inc. (owned during 1994 by Richard E. Lindner, brother of Carl H.
Lindner).
Citicasters utilizes the services of Provident Travel
Corporation, an AFC subsidiary travel agency, to facilitate
business travel by Company employees. In 1994, Citicasters had
approximately $674,000 of bookings through this agency, all on
terms and conditions customarily offered by commercial travel
agencies in the area.
In June 1994, the Company sold for approximately $1.1 million
its subsidiary Leisure Systems Inc., a public campground
franchisor, to a company controlled by Ronald F. Walker. Mr.
Walker was the President and a director of AFC at the time of the
sale.
BOARD AND BOARD COMMITTEE ACTIONS
The Board held eight meetings during 1994 and took action by
unanimous written consent on seven occasions. Each of the
incumbent directors attended at least 75% of the aggregate of the
meetings of the Board and of the committees on which they served
in 1994.
The Executive Committee consists of Messrs. Carl H. Lindner,
S. Craig Lindner and John P. Zanotti. The Executive Committee is
authorized, under Florida law and the Company's Bylaws, to
perform substantially all of the functions of the Board of
Directors. The Executive Committee took formal written action on
twelve occasions during 1994.
The Audit Committee consists of Messrs. Emmerich and Julius
S. Anreder. The Audit Committee had two meetings in 1994. The
Committee's functions include reviewing with the independent
auditors the plans and results of the audit engagement of the
Company and reviewing the scope and results of the procedures for
internal auditing.
The Compensation Committee consists of Carl H. Lindner, S.
Craig Lindner and James E. Evans. The Committee is responsible
for establishing the compensation levels of the executive
officers and for administrating the Employee and Directors' Stock
Option Plans. The Committee had one meeting in 1994 and took
actions in writing on two occasions.
The Company does not have a Nominating Committee.
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<PAGE>
<PAGE>
INDEPENDENT AUDITORS
The accounting firm of Ernst & Young served as the Company's
independent auditors for 1994. One or more representatives of
that firm will attend the Annual Meeting and will be given the
opportunity to comment, if they so desire, and to respond to
appropriate questions that may be asked by shareholders. No
auditor has yet been selected for the current year, since it is
the practice of Citicasters not to select independent auditors
prior to the Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS
If a shareholder desires to have a proposal included in the
proxy statement for the 1996 Annual Meeting, such proposal must
be received by Citicasters' Secretary at the office of the
Company before January 1, 1996.
MISCELLANEOUS
Citicasters will send upon written request, without charge, a
copy of the Company's current annual report on Form 10-K to any
shareholder who writes to Citicasters Inc., Finance Department,
One East Fourth Street, Cincinnati, Ohio 45202.
By order of the Board of Directors
Samuel J. Simon
Secretary
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<PAGE>
<PAGE> ANNEX A
CITICASTERS INC.
1994 DIRECTORS STOCK OPTION PLAN
1. PURPOSE
The purpose of the Citicasters Inc. 1994 Directors Stock
Option Plan (the "Plan") is to aid Citicasters Inc. (the
"Company") in attracting and retaining directors of outstanding
competence, dedication and loyalty. Consistent with this objec-
tive, the Plan provides for the grant to non-employee directors
of Stock Options ("Options") pursuant to the terms and conditions
hereinafter set forth. As used herein, the term "Subsidiary"
means any domestic or foreign corporation, at least 50% of the
outstanding voting stock or voting power of which is beneficially
owned, directly or indirectly, by the Company.
2. EFFECTIVE DATE
The Plan shall become effective upon the date of its
adoption by the Board of Directors of the Company (the "Board"),
provided that, within twelve months after the Plan is adopted by
the Board, the Plan is approved by the holders of a majority of
the outstanding shares of stock of the Company entitled to vote
thereon (the "Effective Date").
3. ADMINISTRATION
The Plan shall be administered by the Compensation Committee
of the Board of Directors or such other committee appointed by
the Board of Directors (the "Committee"). The Committee will
consist of two or more directors who may also be eligible to
participate in the Plan.
4. ELIGIBILITY
Options under the Plan shall be granted only to persons who
are directors of the Company and who are not employees of the
Company or a Subsidiary.
5. GRANT OF OPTIONS
Options shall automatically be granted pursuant to the terms
of this Section without further action by the Board of Directors.
The date on which Options are granted hereunder shall be referred
to herein as the "Date of Grant."
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5.1 On the Effective Date, each person serving as a
director of the Company who is not an employee of the Company or
a Subsidiary shall be granted 10,000 Options.
5.2 On each September 1 following the Effective Date during
the term of the Plan, each person serving as a director of the
Company on such date who is not an employee of the Company or a
Subsidiary shall be granted 1,000 Options.
5.3 Each person who is elected as a director of the
Company, who (i) was not a director of the Company on the
Effective Date, and (ii) is not an employee of the Company or a
Subsidiary on the date of election as a director, shall be
granted 10,000 Options on the date such person is elected a
director.
5.4 All Options granted pursuant to the Plan shall have an
Option Price determined pursuant to Section 7.1 hereof.
6. SHARES SUBJECT TO THE PLAN
6.1 The shares to be issued upon the exercise of the
options granted under the Plan shall be shares of Common Stock,
no par value, of the Company. Either treasury or authorized and
unissued shares of Common Stock, or both, as the Board of
Directors shall from time to time determine, may be so issued.
No shares of Common Stock which are the subject of any lapsed,
expired or terminated options may be made available for
reoffering under the Plan.
6.2 Subject to the provisions of Section 6.3, the aggregate
number of shares of Common Stock for which options may be granted
under the Plan shall be 200,000 shares.
6.3 The aggregate number of shares pursuant to the provi-
sions of the Plan shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common
Stock resulting from any stock dividend, stock split or similar
event and may, in the sole discretion of the Board of Directors
of the Company, be similarly adjusted for any other capital
adjustment (including a reclassification of shares or
recapitalization or reorganization of the Company) or the
distribution to holders of shares of Common Stock of rights,
warrants, assets or evidences of indebtedness.
7. TERMS AND CONDITIONS OF OPTIONS
Each Option granted pursuant to the Plan shall be evidenced
by a written agreement (the "Agreement") between the Company and
the person to whom the Option is granted (the "Grantee") in such
form or forms as the Committee, from time to time, shall
prescribe,
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which shall comply with and be subject to the terms and
conditions of this Paragraph 7. In addition, the Committee may,
in its absolute discretion, include in any such Grant other
terms, conditions and provisions that are not inconsistent with
the express provisions of the Plan.
7.1 Option Price. The purchase price of the shares of
Common Stock which may be acquired pursuant to the exercise of
any option granted pursuant to the Plan shall be the last closing
sale price reported on the date of grant ("Option Price").
7.2 Duration of Options. Each Option granted under the
Plan shall expire and all rights pursuant thereto shall cease on
the date which shall be the tenth anniversary of the Date of
Grant (the "Expiration Date").
7.3 Vesting of Options. Each Option granted hereunder may
be exercised to the extent that the Grantee is vested in such
Option. The Options will vest according to the following
schedule:
<TABLE>
<CAPTION>
Number of Years the Grantee has remained Options in
a director of the Company following which a Grantee
the Date of Grant is Vested
<S> <C>
Under one . . . . . . . . . . . . . . . . 0%
At least one but less than two . . . . . 20%
At least two but less than three . . . . 40%
At least three but less than four . . . . 60%
At least four but less than five . . . . 80%
Five or more . . . . . . . . . . . . . . 100%
</TABLE>
Anything contained in this Paragraph 7.3 to the contrary
notwithstanding, a Grantee shall become fully (100%) vested in
each of his or her Options under the following circumstances:
(i) upon termination of the Grantee's service as a director of
the Company for reasons of death, Disability or Retirement (as
such terms are defined in Paragraphs 7.7.4 and 7.7.5); (ii) if
the Committee, in its sole discretion, determines that
acceleration of the Option vesting schedule would be desirable
for the Company; or (iii) if such Options vest pursuant to
Paragraph 7.4.
7.4 Merger, Consolidation, Etc. If the Company shall,
pursuant to action by its Board of Directors, at any time propose
to merge into, consolidate with, or sell or otherwise transfer
all or substantially all of its assets to another corporation and
provision is not made pursuant to the terms of such transaction
for the assumption by the surviving, resulting or acquiring
corporation
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of outstanding Options or for substitution of new Options
therefor, the Committee shall cause written notice of the
proposed transaction to be given to each Grantee not less than
twenty days prior to
the anticipated effective date of the proposed transaction, and
his or her Options shall become fully (100%) vested and, prior to
a date specified in such notice, which shall be not more than ten
days prior to the anticipated effective date of the proposed
transaction, each Grantee shall have the right to exercise his or
her Options. Each Grantee, by so notifying the Company in
writing, may in exercising his or her Options, condition such
exercise upon, and provide that such exercise shall become
effective at the time of, but immediately before, the
consummation of the transaction. If the transaction is
consummated, each Option, to the extent not previously exercised
before the date specified in the foregoing notice, shall
terminate on the effective date of such consummation. If the
transaction is abandoned, (i) any Option not exercised shall
continue to be available for exercise in accordance with other
provisions of the Plan and (ii) to the extent that any Option not
exercised before such abandonment shall have vested solely by
operation of this Paragraph 7.4, such vesting shall be deemed
annulled, and the vesting schedule set forth in or pursuant to
Paragraph 7.3 shall be reinstituted, as of the date of such
abandonment.
7.5 Exercise of Options. A person entitled to exercise an
Option may exercise it to the extent vested pursuant to Paragraph
7.3 in whole or in part during any period beginning on the third
business day following the date of release of the financial data
specified in Rule 16b-3(e)(1)(ii) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and ending on the
twelfth business day following such date (the "Window Period"),
by delivering to the Secretary of the Company written notice (the
"Notice") specifying the number of Options being exercised. The
payment of the Option Price shall be either in cash or by
delivery of shares of Common Stock of the Company having a fair
market value equal to the purchase price on the date of exercise
of the Option, or by any combination of cash and such shares.
7.6 Nontransferability. Options shall not be transferable
other than by will or the laws of descent and distribution and
may be exercised, during the lifetime of the Grantee, only by the
Grantee.
7.7 Termination of Service as a Director. Unless otherwise
determined by the Committee, the following rules shall apply in
the event of Grantee's termination of service as a director of
the Company.
7.7.1 Except as provided in Paragraph 7.7.4 or
7.7.5, in the event of a Grantee's termination of service as
a
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<PAGE>
director of the Company either (1) as a result of his
removal as a director for cause or (2) as a result of
resignation of the director, his or her Option shall immedi-
ately terminate.
7.7.2 In the event of the Grantee's termination of
service as a director under circumstances other than those
specified in Paragraph 7.7.1 hereof and for reasons other
than death, Disability (as defined in Paragraph 7.7.4) or
Retirement (as defined in Paragraph 7.7.5), his or her
Options shall terminate on the date which is 90 days from
the date of such termination of service as a director or on
its Expiration Date, whichever shall first occur; provided,
however, that if the Grantee is subject to the provisions of
Section 16(a) of the Exchange Act on the date of termination
of service as a director, such Options shall terminate (x)
on the date which is the end of the first Window Period
following the later of 90 days from the date of such
termination of service as a director or six months and ten
days after the date of Grant of such Options or (y) on its
Expiration Date, whichever shall first occur.
7.7.3 In the event of the death of a Grantee while
he or she is serving as a director of the Company, such
Option shall terminate on the first anniversary of the
Grantee's death or on its Expiration Date, whichever shall
first occur.
7.7.4 In the event of the Grantee's termination of
service as a director due to mental or physical infirmity of
the Company ("Disability"), his or her Options shall
terminate on first anniversary of such Disability, or on its
Expiration Date, whichever shall first occur.
7.7.5 In the event that the Grantee's service as a
director terminates after five or more years of service as a
director ("Retirement"), his or her Options shall terminate
on the second anniversary of the date of such Retirement or
on its Expiration Date, whichever shall first occur.
7.7.6 Anything contained in this Paragraph 7.7 to
the contrary notwithstanding, an Option may only be
exercised following the Grantee's termination of service as
a director for reasons other than death, Disability or
Retirement if, and to the extent that, such Option was
exercisable immediately prior to such termination service as
a director.
7.8 No Rights as Stockholder or to Continue as a Director.
No Grantee shall have any rights as a stockholder of the Company
with respect to any shares of Common Stock prior to the date of
issuance to him or her of a certificate representing such shares
issued pursuant to Paragraph 7.5, and neither the Plan nor any
A-5
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Option granted under the Plan shall confer upon a Grantee any
right to continue to serve as a director.
8. ISSUANCE OF SHARES; RESTRICTIONS
8.1 Unless any shares of Common Stock to be issued by the
Company under the Plan have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and, in the case
of any Grantee who may be deemed an "affiliate" of the Company as
defined in Rule 405 under the Securities Act, such shares have
been registered under the Securities Act for resale by such
Grantee, or unless the Company has determined that an exemption
from registration is available, the Company may require prior to
and as a condition of the issuance of any shares of Common Stock
that the person receiving such shares hereunder furnish the
Company with a written representation in a form prescribed by the
Committee to the effect that such person is acquiring such shares
solely with a view to investment for his or her own account and
not with a view to the resale or distribution of all or any part
thereof, and that such person will not dispose of any of such
shares otherwise than in accordance with the provisions of Rule
144 under the Securities Act unless and until either the shares
are registered under the Securities Act or the Company is
satisfied that an exemption from such registration is available.
8.2 Anything contained herein to the contrary notwithstand-
ing, the Company shall not be able to issue any shares of Common
Stock under the Plan unless and until the Company is satisfied
that such sale or issuance complies with (i) all applicable
requirements of NASDAQ (or the governing body of the principal
market in which the Common Stock is traded, if the Common Stock
is not then listed on that exchange), (ii) all applicable
provisions of the Securities Act and (iii) all other laws or
regulations by which the Company is bound or to which the Company
is subject.
9. TERM OF THE PLAN
Unless the Plan has been sooner terminated pursuant to
Paragraph 10 hereof, the Plan shall terminate on, and no Options
shall be granted after the tenth anniversary of the Effective
Date. The provisions of the Plan, however, shall continue
thereafter to govern all Options theretofore granted, until the
exercise, expiration or cancellation of the Options.
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10. AMENDMENT AND TERMINATION OF PLAN
The Board of Directors at any time may terminate or suspend
the Plan or amend it from time to time in such respects as it
deems desirable; provided that, without the further approval of
the stockholders no amendment shall (i) increase the maximum
aggregate number of Options which may be granted under the Plan,
(ii) change the Option Grant Price provided for in Paragraph 7.1
hereof, (iii) change the eligibility provisions of Paragraph 4
hereof or (iv) make any other amendment which in the opinion of
counsel to the Company must be approved by the Company's stock-
holders in order to remain an exempted plan under Rule 16b-3,
and provided further that, subject to the provisions of Paragraph
8 hereof, no termination of or amendment to the Plan shall
adversely affect the rights of any participant without the
consent of such participant, as the case may be. In addition,
the provisions of the Plan shall not be amended more than once
every six months, other than to comport with changes to the
Internal Revenue Code of 1986, as amended, the Employee Retire-
ment Income Security Act of 1974, as amended, or the rules there-
under.
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<PAGE>
CITICASTERS INC.
PROXY The undersigned hereby appoints Gregory C. Thomas
FOR and Samuel J. Simon or either of them, proxies of
ANNUAL the undersigned, each with the power of
MEETING substitution, to vote cumulatively or otherwise all
shares of Common Stock which the undersigned would
be entitled to vote at the Annual Meeting of
Shareholders of Citicasters Inc. to be held May 16,
1995, at 11:00 a.m., local time, as specified below
on the matters described in the Company's Proxy
Statement and IN THEIR DISCRETION WITH RESPECT TO
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
FOLLOWING PROPOSALS:
1. Proposal to elect the six nominees listed below:
[ ] FOR AUTHORITY to elect the nominees
listed below (except those whose names have been
crossed out)
[ ] WITHHOLD AUTHORITY to vote for all
nominees listed below
Carl H. Lindner, John P. Zanotti, Theodore H.
Emmerich, S. Craig Lindner, Julius S. Anreder
and James E. Evans
2. Proposal to approve the Citicasters Inc. 1994
Directors' Stock Option Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before the meeting or any adjournment
thereof.
Date: _________________________________
_________________________________
_________________________________
(Important: Please sign exactly
as name appears hereon
indicating, where proper,
<PAGE>
official position or
representative capacity. In the
case of joint holders, all should
sign.)
<PAGE>
This proxy when properly executed will be voted in the manner
indicated herein by the above signed shareholder. If no
direction is made, this proxy will be voted FOR each Proposal.
To vote your shares, please mark, sign, date and return this
proxy form using the enclosed envelope.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
