<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended Commission File No. 1-8283
December 31, 1995
Citicasters Inc.
Incorporated under the IRS Employer
Laws of Florida Identification No. 59-2054850
One East Fourth Street
Cincinnati, Ohio 45202
Phone: (513) 562-8000
This Form 10-K/A provides information required by Item 10, 11, 12
& 13 of Form 10-K.
<PAGE>
PART III
ITEM 10
Directors and Executive Officers of the Registrant
The directors and executive officers of the Company are:
EXECUTIVE
NAME AGE* POSITION SINCE
Carl H. Lindner 76 Chairman of the Board 1994
S. Craig Lindner 41 Director 1982
Julius S. Anreder 62 Director 1994
Theodore H. Emmerich 69 Director 1989
James E. Evans 50 Director 1984
John P. Zanotti 47 Director, Chief 1992
Executive Officer
and President
Gregory C. Thomas 48 Executive Vice 1990
President, Chief
Financial Officer
and Treasurer
Samuel J. Simon 39 Senior Vice President, 1990
General Counsel and
Secretary
*As of March 31, 1996
Mr. Carl H. Lindner is Chairman of the Board and Chief
Executive Officer of American Financial Group, Inc. ("American
Financial"). American Financial is a holding company which,
through its subsidiaries, is engaged principally in specialty and
multi-line property and casualty insurance businesses and in the
sale of tax deferred annuities and certain life and health
insurance products. Mr. Lindner has been Chairman of the Board
13
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of Directors and Chief Executive Officer of American Financial's
subsidiary, American Financial Corporation ("AFC"), for over 35
years. Mr. Lindner also serves as Chairman of the Board of the
following companies: American Annuity Group, Inc. ("AAG"),
American Financial Enterprises, Inc. ("AFEI"), American Premier
Underwriters, Inc. ("APU"), and Chiquita Brands International,
Inc. ("Chiquita"). American Financial owns a substantial
beneficial interest in all of these companies. Although not a
director or officer of the Company at the time of the filing of
the prepackaged plan of reorganization under Chapter 11 of the
Bankruptcy Code (the "Restructuring"), Mr. Lindner had been
Chairman of the Board and Chief Executive Officer of Citicasters
prior to 1993. He was appointed to the position of Chairman of
the Board in January 1994.
Mr. Zanotti has been a member of the Board and Chief
Executive Officer of Citicasters since December 1992 and was
elected President in May 1995. He previously served as 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 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. Mr. Zanotti was the Chief
Executive Officer of the Company during the Restructuring.
Mr. Emmerich, prior to his retirement in 1986, was managing
partner of the Cincinnati office of Ernst & Whinney, an
independent accounting firm (now Ernst & Young). He is also a
director of American Financial, AFC, APU, Carillon Fund, Inc.,
Carillon Investment Trust, Gradison Custodian Trust, Gradison
McDonald Municipal Custodial Trust, Gradison McDonald Cash
Reserves Trust and Summit Investment Trust.
Mr. S. Craig Lindner, since March 1993, has been President
of AAG, an 81%-owned subsidiary of AFC that markets tax-deferred
annuities principally to employees of educational institutions.
Mr. Lindner was elected President of American Money Management
Corporation ("AMMC"), a subsidiary of AFC which provides
investment services for the Company and its affiliated companies,
in January 1996. For over five years prior thereto, he had
served as Senior Executive Vice President of AMMC. Mr. Lindner
is also a director of American Financial, AFC, AAG and APU.
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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. He is also a director of AFEI.
Mr. Evans is Senior Vice President and General Counsel of
American Financial. He has served as Vice President and General
Counsel of AFC for more than five years. He is also director of
American Financial, AFC, AFEI and APU.
Mr. Thomas was elected Executive Vice President and Chief
Financial Officer in May 1990 and was appointed Treasurer of the
Company in March 1992.
Mr. 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.
ITEM 11
Executive Compensation
The following table shows, for the fiscal years ending
December 31, 1995, 1994, and 1993, the cash compensation paid by
Citicasters as well as certain other compensation paid during or
accrued for those years, to each of the executive officers of the
Company.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
----------------------------------- Compensation
Year -------------
Name and Principal (a) Other Securities
Position Salary Bonus Annual Underlying
Compensation Options Granted
(b) (# of Shares)
--------------------- ------ ------- ------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
John P. Zanotti 1995 $463,200 $220,000 $10,486 0
Chief Executive Officer 1994 $433,200 $530,000 $13,858 250,000
and President 1993 $393,200 $472,500 $6,082 0
Gregory C. Thomas 1995 $239,900 $ 95,000 $8,125 0
Executive Vice 1994 $229,900 $180,000 $9,198 45,000
President and Chief 1993 $214,480 $165,000 $5,875 0
Financial Officer
Samuel J. Simon 1995 $289,120 $ 45,000 $6,670 0
Senior Vice President, 1994 $289,120 $135,000 $7,405 22,500
General Counsel and
Secretary
</TABLE>
(a) Compensation information is omitted from the table for
Mr. Simon for the year 1993 as he was not compensated by the
Company during such year.
(b) Includes compensation for 1995 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, $4,768, $4,500;
Mr. Thomas - $626, $2,999, $4,500; Mr. Simon - $304, $1,896,
$4,500.
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Stock Options
The following tables contain information concerning year end
values of stock options held by the named executive officers
under the Company's 1993 Stock Option Plan. No options were
granted or exercised by such officers during 1995.
<TABLE>
<CAPTION>
1995 YEAR END OPTION VALUES
Number of Value of Unexercised
Securities In-the-Money
Underlying Options at Year
Unexercised End (a)
Options
Options Value at Year End Exercisable/
Name Exercised Realized Unexercisable
Exercisable/
Unexercisable
--------------- -------- -------- --------------- ----------------------
<S> <C> <C> <C> <C>
John P. Zanotti -0- -0- 112,500/450,000 $1,837,688/$7,350,750
Gregory C. Thomas -0- -0- 20,250/81,000 $322,414/$1,289,655
Samuel J. Simon -0- -0- 10,125/40,500 $157,719/$630,878
</TABLE>
(a) The value of unexercised in-the-money options is
calculated based on the closing market price for Citicasters
Common Stock on December 31, 1995 of $23.625 per share.
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Compensation of Directors
Each Director who is not a salaried officer of Citicasters
was paid an annual fee of $20,000 plus $1,500 for each Board of
Directors meeting attended in 1995. 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.
On November 3, 1994, the Board of Directors adopted the 1994
Directors' Stock Option Plan to advance the interests of
Citicasters in attracting and retaining outstanding individuals
to serve as non-employee Directors by offering such persons an
opportunity to invest in the Company's Common Stock (the
"Directors' Plan"). 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 is granted an
additional 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.
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.
While none of these directors is a salaried employee, Mr. Evans
was an executive officer and employee of the Company prior to
1992. Carl H. Lindner is also Chairman of the Board and Chief
Executive Officer of AFC. Messrs. Lindner, Lindner and Evans are
each directors and executive officers of AFC. See "Certain
Transactions" for additional information concerning relationships
between Citicasters and AFC.
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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, 1995. 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.
1993 1994 1995
Citicasters Inc. 100.00 147.76 317.35
Broadcast Peer Group 100.00 114.87 185.95
S&P 500 100.00 101.32 139.40
Assumes $100 invested on December 28, 1993 in Citicasters' common
stock, the S&P 500 Stock and the Broadcast Peer Group, including
reinvestment of dividends.
ITEM 12
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth, as of April 1, 1996, the
number of shares and percentages of Citicasters Common Stock
beneficially owned by each person who is known to the Company to
be the beneficial owner of more than 5% of Citicasters Common
Stock, by each of Citicasters' directors and by all of
Citicasters' executive officers and directors as a group.
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<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent of
Name and address of 5% Beneficial Owner Ownership Class
------------------------------------------------ -------------- -----------
<S> <C> <C>
American Financial Group, Inc. and its
subsidiaries (collectively "American Financial") 7,566,889 (a) 37.8%
One East Fourth Street
Cincinnati, Ohio 45202
Carl H. Lindner
One East Fourth Street 3,432,666 (b) 17.2%
Cincinnati, Ohio 45202
Sandler Associates/Sandler Capital Management
767 Fifth Avenue, 45th Floor 1,022,580 5.3%
New York, NY 10153
</TABLE>
(a) Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner
and Keith E. Lindner, and trusts for their benefit (collectively
"the Lindner Family"), are the beneficial owners of approximately
44% of American Financial's common stock and may be deemed to be
controlling persons of American Financial. The Lindner Family
shares with American Financial voting and dispositive power with
respect to the shares of Citicasters' Common Stock owned by
American Financial. The Lindner Family and American Financial
may be deemed to be controlling persons of the Company.
(b) Excludes the 7,566,889 shares of Common Stock held by
American Financial and includes 170,253 shares of Common Stock
held by a charitable foundation over which Mr. Lindner shares
voting and/or dispositive power and 4,500 shares of which Mr.
Lindner has the right to acquire within 60 days through the
exercise of stock options.
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<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent of
Name of Director Ownership Class
----------------------------- ----------------- ------------
<S> <C> <C>
Carl H. Lindner 3,432,666 (a)(b) 17.2%
John P. Zanotti 253,132 (b) 1.2%
Theodore H. Emmerich 7,425 (b) *
S. Craig Lindner 90,000 (b)(c) *
James E. Evans 94,500 (b) *
Julius S. Anreder 4,500 (b) *
All Directors and 3,987,898 (b) 19.6%
Executive Officers
*Less than 1%
</TABLE>
(a) Excludes the 7,566,889 share of Company Common Stock
held by American Financial and includes 170,253 shares of Company
Common Stock held by a charitable foundation over which Mr.
Lindner shares voting and/or dispositive power.
(b) Includes shares of Company 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. Carl H. Lindner,
4,500; Mr. Zanotti, 202,500; Mr. Emmerich, 4,500; Mr. S. Craig
Lindner, 4,500; Mr. Evans, 4,500; Mr. Anreder, 4,500; and all
executive officers as a group, 49,500 shares.
(c) Excludes the 7,566,889 shares of Common Stock held by
American Financial and includes (i) 49,500 shares of Company
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 and (ii) 18,000 held in a trust for the benefit
of his children for which his brother acts as trustee with voting
and dispositive power.
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Several of the Company's directors and executive officers
also beneficially owned shares of American Financial common stock
as of March 31, 1996, in the following amounts: Carl H. Lindner -
6,793,221; S. Craig Lindner - 4,803,585; Theodore H. Emmerich -
16,219; James E. Evans - 42,846; Julius S. Anreder - 4,542.
ITEM 13
Certain Relationships and Related 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 substantial amounts of its property
and casualty insurance coverage through certain subsidiaries of
AFC. During 1995, approximately $450,000 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
1995, Citicasters paid approximately $254,000 to AFC under the
lease.
Citicasters estimates that the following affiliates of and
entities in which American Financial or Carl H. Lindners'
immediate family members have or had substantial holdings paid in
the aggregate approximately $440,300 in radio and television
advertising fees to Citicasters during 1995: Chiquita, The
Provident Bank, United Dairy Farmers, Inc. (principally owned by
Robert D. Lindner, brother of Carl H. Lindner) and Thriftway,
Inc. (owned through March 1995 by Richard E. Lindner, brother of
Carl H. Lindner).
In 1995, the Company paid a subsidiary of AFC approximately
$64,000 for banquet and hotel facilities.
Citicasters utilizes the services of Provident Travel
Corporation, an AFC subsidiary travel agency, to facilitate
business travel by Company employees. In 1995, Citicasters had
approximately $643,000 of bookings through this agency, all on
terms and conditions customarily offered by commercial travel
agencies in the area.
22
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Board and Board Committee Actions
The Board held five meetings during 1995 and took action by
unanimous written consent on two occasions. Each of the
directors attended at least 75% of the aggregate of the meetings
of the Board and of the committees on which they served in 1995.
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 one occasion during 1995.
The Audit Committee consists of Messrs. Emmerich and Julius
S. Anreder. The Audit Committee had two meetings in 1995. 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 took actions in writing on four
occasions in 1995.
The Company does not have a Nominating Committee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Citicasters Inc. has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Citicasters Inc.
By: GREGORY C. THOMAS
----------------------------
Gregory C. Thomas
Executive Vice President
and Chief Executive
Signed: April 26, 1996 Officer
