<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 56)
CITICASTERS
-----------------------------------------
(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)
September 18, 1996
------------------------------------------------------
(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 15 Pages
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CUSIP NO. 172936-10-6 13D Page 2 of 15 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
- - -
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 172936-10-6 13D Page 3 of 15 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
- - -
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- - -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
HC
<PAGE>
CUSIP NO. 172936-10-6 13D Page 4 of 15 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
- - -
8 SHARED VOTING POWER
- - -
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON,
- - -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 172936-10-6 13D Page 5 of 15 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
- - -
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 172936-10-6 13D Page 6 of 15 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
- - -
8 SHARED VOTING POWER
- - -
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 172936-10-6 13D Page 7 of 15 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
- - -
8 SHARED VOTING POWER
- - -
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 56 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 June 19, 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.
Following the transaction described in Item 4 hereof, the Reporting
Persons no longer beneficially own any Citicasters equity voting securities.
Item 4. Purpose of the Transaction.
On September 18, 1996, the Reporting Persons sold all of the shares of
Citicasters Common Stock beneficially owned by them to Jacor Communications,
Inc. ("Jacor") in a merger involving Citicasters and a wholly-owned
subsidiary of Jacor (the "Jacor Merger"). For each Citicasters share, Jacor
paid $29.50 in cash and issued a five-year warrant to purchase approximately
one-fifth of a share of Jacor common stock at $28 per share.
Item 5. Interest in Securities of the Issuer.
In the Jacor Merger, the Reporting Persons disposed of the 10,723,949
shares of Citicasters Common Stock which they had beneficially owned
(approximately 53.5% of the outstanding shares) as follows:
Jacor Consideration
---------------------------
Number of Aggregate Jacor
Holder Shares Cash Warrants (f)
- --------------- -------------- -------------- -----------
GAI 3,455,698 (a) $101,943,091 3,455,698
AFC 1,500,000 44,250,000 1,500,000
AFEI 2,562,697 75,599,562 2,562,697
Carl H. Lindner 2,935,801 (b) 86,606,130 2,935,801
CHL Foundation 170,253 (c) 5,022,464 170,253
S. Craig Lindner 81,500 (d) 2,404,250 81,500
Keith E. Lindner 18,000 (e) 531,000 18,000
----------
Total: 10,723,949
- 8 -
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(a) GAI = Great American Insurance Company, 100% owned by AFC.
(b) Includes options to purchase 24,000 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 5,000 shares held in a charitable
foundation. S. Craig Lindner has voting power over the securities
held therein. Also includes options to purchase 24,000 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, for which shares Keith E.
Lindner has sole voting and investment power but no financial
interest.
(f) Each Jacor Warrant permits the holder to purchase a fractional share
(.2035247) of Jacor common stock.
On various dates in July and August, 1996 Carl H. Lindner, S. Craig
Lindner and AFEI disposed of an aggregate of 128,426 shares by gift.
On September 18, 1996, certain executive officers and directors of
American Financial, AFC and AFEI converted the following shares of
Citicasters Common Stock into cash and Jacor Warrants in the Jacor Merger:
Holder Citicasters Shares Disposed
- -------------------------------- ----------------------------
Julius S. Anreder 24,000 (a)
Theodore H. Emmerich 26,925 (a)
James E. Evans 114,000 (a)
Fred J. Runk 10,044
Thomas E. Mischell 23,197
(a) Includes options to purchase 24,000 shares.
On August 1, 1996, Fred J. Runk disposed of 15,021 shares and 20,001
shares, respectively, of Citicasters Common Stock by gift. On July 26, 1996,
Ronald F. Walker disposed 8,000 shares of Citicasters Common Stock by gift.
As of September 18, 1996 and August 31, 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.
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<PAGE>
Item 7.Material to be filed as Exhibits.
(1) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities Exchange Act
of 1934, as amended.
(2) Powers of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
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: September 20, 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
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<PAGE>
Exhibit 1
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
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<PAGE>
Exhibit 2
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
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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
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<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
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<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
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