<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 55)
CITICASTERS INC
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
172936-10-6
(CUSIP Number)
James E. Evans, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 6
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 16 Pages
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CUSIP NO. 172936-10-6 13D Page 2 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc. 31-1422526
American Financial Corporation 31-0624874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporations
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
7,566,889 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
7,566,889 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,566,889 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 172936-10-6 13D Page 3 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Financial Enterprises, Inc. 31-0996797
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut Corporation
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
---
8 SHARED VOTING POWER
2,611,191 (See Item 5)
9 SOLE DISPOSITIVE POWER
---
10 SHARED DISPOSITIVE POWER
2,611,191 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,611,191 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14 TYPE OF REPORTING PERSON*
HC
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CUSIP NO. 172936-10-6 13D Page 4 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
3,204,213
8 SHARED VOTING POWER
7,566,889 (See Item 5)
9 SOLE DISPOSITIVE POWER
3,204,213
10 SHARED DISPOSITIVE POWER
7,566,889 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON,
10,771,102 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 172936-10-6 13D Page 5 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
7,566,889 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
7,566,889 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,566,889 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 172936-10-6 13D Page 6 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
72,000
8 SHARED VOTING POWER
7,566,889 (See Item 5)
9 SOLE DISPOSITIVE POWER
72,000
10 SHARED DISPOSITIVE POWER
7,566,889 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,638,889 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 172936-10-6 13D Page 7 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
18,000
8 SHARED VOTING POWER
7,566,889 (See Item 5)
9 SOLE DISPOSITIVE POWER
18,000
10 SHARED DISPOSITIVE POWER
7,566,889 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,584,889 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 55 to Schedule 13D is filed on behalf of American
Financial Group, Inc. ("American Financial"), American Financial Corporation
("AFC"), American Financial Enterprises, Inc. ("AFEI") and Carl H. Lindner,
Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner (collectively, the
"Lindner Family") (American Financial, AFC, AFEI and the Lindner Family are
collectively referred to as the "Reporting Persons"), to amend and update the
Schedule 13D most recently amended on February 14, 1996, relative to the $.01
par value Class A Common Stock ("Common Stock,") issued by Citicasters Inc.
("Citicasters"). The principal executive offices of Citicasters are located
at One East Fourth Street, Cincinnati, Ohio 45202. All capitalized terms
not otherwise defined herein shall have the meanings assigned to them in the
Schedule 13D, as amended. Items not included in this amendment are either
not amended or are not applicable.
Item 5. Interest in Securities of the Issuer.
As of June 14, 1996, the Reporting Persons beneficially owned
10,861,102 shares (or approximately 54.3% of the outstanding shares) of
Citicasters Common Stock as follows:
Holder Number of Shares
GAI 3,455,698 (a)
AFC 1,500,000
AFEI 2,611,191
Carl H. Lindner 3,033,960 (b)
CHL Foundation 170,253 (c)
S. Craig Lindner 72,000 (d)
Keith E. Lindner 18,000 (e)
Total: 10,861,102
(a) GAI = Great American Insurance Company, 100% owned by AFC.
(b) Includes presently exercisable options to purchase 4,500 shares of
Citicasters Common Stock.
(c) CHL Foundation = The Carl H. Lindner Foundation, a charitable
foundation. CHL has voting power over the securities held therein.
(d) Includes 49,500 shares held by his spouse as custodian for their
minor children or in a trust over which his spouse has voting and
investment power. Also includes presently exercisable options to
purchase 4,500 shares of Citicasters Common Stock.
(e) These shares are held in a trust for the benefit of the minor
children of his brother, S. Craig Lindner over which Keith E. Lindner
has sole voting and investment power but no financial interest.
<PAGE>
As of June 14, 1996, certain executive officers and directors of
American Financial, AFC and AFEI beneficially own shares of Citicasters
Common Stock as follows:
Holder Number of Shares
James E. Evans 90,000
Fred J. Runk 45,066
Thomas E. Mischell 26,017
Ronald F. Walker 21,500
On March 6, 1996, Fred J. Runk purchased 1 share of Citicasters Common
Stock at $29.00 and on April 1, 1996 he purchased 1 share of Citicasters
Common Stock at $29.25. On April 10, 1996, Robert C. Lintz sold 45,000
shares of Citicasters Common Stock at $29.38 per share. On April 1, 1996,
Ronald F. Walker sold 1,500 shares of Citicasters Common Stock at $29.375 per
share and on May 1, 1996, he sold 5,000 shares of Citicasters Common Stock at
$29.875 per share. On various dates between April 16, 1996 and May 24 1996,
Carl H. Lindner disposed of an aggregate of 228,453 shares by gift. As of
June 14, 1996, and within the last 60 days, to the best knowledge and belief
of the undersigned, other than as described herein, no transactions involving
Citicasters' equity securities had been engaged in by the Reporting Persons
or by the directors or executive officers of American Financial, AFC or AFEI.
Item 6.Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Persons and Jacor have entered into a letter agreement
dated June 12, 1996 (the form of which is attached hereto as Exhibit 1)
pursuant to which the Reporting Persons are permitted to dispose of an
additional 250,000 shares of Citicasters Common Stock by charitable gift
prior to the consummation of the Jacor transaction, raising the total
authority relative to charitable gifts by the Reporting Persons to 500,000
shares.
Item 7. Material to be filed as Exhibits.
(1) Letter Agreement referred to in Item 6.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities Exchange Act
of 1934, as amended.
(3) Powers of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.
Dated: June 19, 1996 AMERICAN FINANCIAL GROUP, INC.
By: James E. Evans
------------------------------------
James E. Evans,
Senior Vice President and
General Counsel
AMERICAN FINANCIAL CORPORATION
By: James E. Evans
----------------------------------
James E. Evans,
Senior Vice President and
General Counsel
AMERICAN FINANCIAL ENTERPRISES, INC.
By: James E. Evans
------------------------------------
James E. Evans,
Vice President and
General Counsel
James E. Evans
--------------------------------------
James E. Evans, As Attorney-in-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
<PAGE>
Exhibit 1
June 12, 1996
Jacor Communications, Inc.
201 East Fifth Street
Cincinnati, Ohio 45202
Attn: Mr. Robert L. Lawrence
Co-Chief Operating Officer
Gentlemen:
This letter sets forth our agreement on a certain matter relating to
the proposed merger of Citicasters Inc. ("Citicasters") and Jacor
Communications, Inc. ("Jacor") pursuant to an Agreement and Plan of Merger
dated February 12, 1996 (the "Merger Agreement"). Terms not defined herein
shall have the meaning assigned to them in the Merger Agreement and the
applicable exhibits thereto.
Charitable Contributions Of Citicasters Common Stock
Notwithstanding the provisions of Sections 1(g) and 3(a) of the
Stockholders Agreement and Article IV of a letter between Citicasters and
Jacor dated March 12, 1996, from and after the date at which the Sellers
shall have delivered the written consents as required under Section 5(a) of
the Stockholders Agreement, the Sellers shall be permitted, at any time, to
make contributions for charitable purposes of up to an aggregate of 500,000
shares of Citicasters Class A Common Stock.
Please confirm that the foregoing is in accordance with our agreements
by signing and returning to the undersigned the duplicate of this letter
enclosed herewith.
Very truly yours,
CITICASTERS INC.
By:
-------------------------------
Accepted and Agreed as of the Samuel J. Simon, Senior Vice
Date First Above Written: President and General Counsel
JACOR COMMUNICATIONS, INC.
By:
------------------------------
Title:
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Exhibit 2
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by and among
American Premier Group, Inc. ("American Premier"), American Financial
Corporation ("AFC"), both Ohio corporations and American Financial
Enterprises, Inc. ("AFEI"), a Connecticut corporation, located at One East
Fourth Street, Cincinnati, Ohio 45202, and Carl H. Lindner ("CHL"), Carl H.
Lindner III (CHL III), S. Craig Lindner ("SCL") and Keith E. Lindner ("KEL"),
each an individual, the business address of each is One East Fourth Street,
Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are referred to herein
collectively as the Lindner Family.
WHEREAS, as of the date of this Agreement, American Premier owns 100%
of the common stock of AFC, AFC beneficially owns 82.6% of the common stock
of AFEI and the Lindner Family beneficially owns approximately 49.9% of
American Premier's outstanding Common Stock and each member of the Lindner
Family is a director and executive officer of American Premier and AFC;
WHEREAS, the Lindner Family may be deemed to be the beneficial owner
of securities held by American Premier, AFC and AFEI and their subsidiaries
pursuant to Regulation Section 240.13d-3 promulgated under the Securities
Exchange Act of 1934, as amended;
WHEREAS, American Premier, AFC and AFEI and their subsidiaries from
time to time must file statements pursuant to certain sections of the
Securities Exchange Act of 1934, as amended, concerning the ownership of
equity securities of public companies;
NOW THEREFORE BE IT RESOLVED, that American Premier, AFC, AFEI and the
Lindner Family, do hereby agree to file jointly with the Securities and
Exchange Commission any schedules or other filings or amendments thereto made
by or on behalf of American Premier, AFC, AFEI or any of their subsidiaries
pursuant to Section 13(d), 13(f), 13(g), and 14(d) of the Securities Exchange
Act of 1934, as amended.
AMERICAN PREMIER GROUP, INC.
AMERICAN FINANCIAL CORPORATION
AMERICAN FINANCIAL ENTERPRISES, INC.
By: /s/ James E. Evans
James E. Evans Vice President & General Counsel
/s/ Carl H. Lindner
Carl H. Lindner
/s/ Carl H. Lindner III
Carl H. Lindner III
/s/ S. Craig Lindner
S. Craig Lindner
/s/ Keith E. Lindner
Keith E. Lindner
<PAGE>
Exhibit 3
POWER OF ATTORNEY
I, Carl H. Lindner, do hereby appoint James E. Evans and James C.
Kennedy, or either of them, as my true and lawful attorneys-in-fact to sign
on my behalf individually and as Chairman of the Board of Directors and Chief
Executive Officer of American Premier Group, Inc. or as a director or
executive officer of any of its subsidiaries and to file with the Securities
and Exchange Commission any schedules or other filings or amendments thereto
made by me or on behalf of American Premier Group, Inc. or any of its
subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio
this 4th day of April, 1995.
/s/ Carl H. Lindner
Carl H. Lindner
<PAGE>
POWER OF ATTORNEY
I, Carl H. Lindner III, do hereby appoint James E. Evans and James C.
Kennedy, or either of them, as my true and lawful attorneys-in-fact to sign
on my behalf individually and as an officer or director of American Premier
Group, Inc. or as a director or executive officer of any of its subsidiaries
and to file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of American
Premier Group, Inc. or any of its subsidiaries pursuant to Sections 13(d),
13(f), 13(g), and 14(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio
this 4th day of April, 1995.
/s/ Carl H. Lindner III
Carl H. Lindner III
<PAGE>
POWER OF ATTORNEY
I, S. Craig Lindner, do hereby appoint James E. Evans and James C.
Kennedy, or either of them, as my true and lawful attorneys-in-fact to sign
on my behalf individually and as an officer or director of American Premier
Group, Inc. or as a director or executive officer of any of its subsidiaries
and to file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of American
Premier Group, Inc. or any of its subsidiaries pursuant to Sections 13(d),
13(f), 13(g), and 14(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio
this 4th day of April, 1995.
/s/ S. Craig Lindner
S. Craig Lindner
<PAGE>
POWER OF ATTORNEY
I, Keith E. Lindner, do hereby appoint James E. Evans and James C.
Kennedy, or either of them, as my true and lawful attorneys-in-fact to sign
on my behalf individually and as an officer or director of American Premier
Group, Inc. or as a director or executive officer of any of its subsidiaries
and to file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of American
Premier Group, Inc. or any of its subsidiaries pursuant to Sections 13(d),
13(f), 13(g), and 14(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio
this 4th day of April, 1995.
/s/ Keith E. Lindner
Keith E. Lindner
16
