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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 54)
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)
February 12, 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 30 Pages
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CUSIP NO. 172936-10-6 13D Page 2 of 30 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 30 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 30 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
3,432,666
8 SHARED VOTING POWER
7,566,889 (See Item 5)
9 SOLE DISPOSITIVE POWER
3,432,666
10 SHARED DISPOSITIVE POWER
7,566,889 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,999,555 (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)
55.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 172936-10-6 13D Page 5 of 30 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 30 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 30 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. 54 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 September
13, 1995, 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.
As of December 31, 1995, the Lindner Family beneficially
owned approximately 44% of the outstanding common stock of
American Financial and American Financial beneficially owned all
of the common stock of AFC (approximately 79% of AFC's
outstanding voting equity securities). At that date, AFC
beneficially owned 82.6% of the outstanding common stock of AFEI
and its designees constituted a majority of AFEI's Board of
Directors. Additionally, certain officers and executives of AFC
also serve as officers of AFEI.
Item 4. Purpose of the Transaction.
On February 12, 1996, Citicasters announced that it had
entered into a definitive merger agreement (the "Merger
Agreement") with Jacor Communications, Inc. ("Jacor") providing
for the acquisition of Citicasters by Jacor. For each
Citicasters share acquired, Jacor will (i) pay $29.50 in cash and
(ii) issue one-fifth of a five-year warrant to purchase a share
of Jacor common stock at $28 per share. Under the terms of the
Merger Agreement, the consideration will be increased in the
event that the transaction does not occur by September 30, 1996.
Please see the Press Release attached as Exhibit 1.
The Reporting Persons have substantial influence over the
management and operations of Citicasters and participate in the
formulation, determination and direction of business policies.
Carl H. Lindner is the Chairman of the Board and Chief Executive
Officer of Citicasters; S. Craig Lindner is a member of the
Citicasters Board of Directors. Designees of the Reporting
Persons (including Carl H. Lindner and S. Craig Lindner)
constitute four of six members on Citicasters' Board of
Directors. As a result of the foregoing, the Reporting Persons
may be deemed to be controlling persons of Citicasters. Please
see Item 6.
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Item 5. Interest in Securities of the Issuer.
As of February 12, 1996, the Reporting Persons beneficially
owned 11,089,555 shares (or approximately 55.4% of the outstand
ing shares) of Citicasters Common Stock as follows:
Holder Number of Shares (a)
GAI 3,455,698 (b)
AFC 1,500,000
AFEI 2,611,191
Carl H. Lindner 3,262,413 (c)
CHL Foundation 170,253 (d)
S. Craig Lindner 72,000 (e)
Keith E. Lindner 18,000 (f)
Total: 11,089,555
(a) As adjusted to reflect the three for two stock splits
effective May 4, 1995 and November 16, 1995.
(b) GAI = Great American Insurance Company, 100% owned by AFC.
(c) Includes presently exercisable options to purchase 4,500
shares of Citicasters Common Stock.
(d) CHL Foundation = The Carl H. Lindner Foundation, a
charitable foundation. CHL has voting power over the
securities held therein.
(e) 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.
(f) 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.
As of February 12, 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 45,064
Thomas E. Mischell 26,017
Sandra W. Heimann 74,326
Robert C. Lintz 45,000
Ronald F. Walker 28,000
On December 31, 1995, Ronald F. Walker gifted 17,000 of
Citicasters Common Stock. As of February 12, 1996, and within
the last 60 days, to the
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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.
In connection with the proposed Jacor transaction referred
to in Item 4, the Reporting Persons have entered into a
stockholders agreement (the form of which is attached hereto as
Exhibit 2) pursuant to which the Reporting Persons have agreed to
consent to the Jacor transaction on March 13, 1996 if the Merger
Agreement has not been terminated.
Item 7. Material to be filed as Exhibits.
(1) News Release referred to in Item 4.
(2) Form of Stockholders Agreement dated February 12,
1996 referred to in Item 6.
(3) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(4) 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: February 14, 1996 AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
James C. Kennedy, Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
James C. Kennedy, Deputy
General Counsel and Secretary
AMERICAN FINANCIAL ENTERPRISES, INC.
By: James C. Kennedy
James C. Kennedy, Deputy
General Counsel and Secretary
James C.Kennedy
James C. Kennedy,
As Attorney-in-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
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Exhibit 1
CITICASTERS ANNOUNCES MERGER WITH JACOR
(Cincinnati) Citicasters Inc. announced today that it had
entered into a definitive merger agreement with Jacor
Communications, Inc. providing for the acquisition of Citicasters
by Jacor for cash in the amount of $29.50 per share and certain
warrants to purchase Jacor stock. If the Jacor transaction does
not close by September 30, 1996, the cash purchase price per
share will be increased by $.22125 for each full month thereafter
ending prior to the closing of the transaction. A five-year
warrant to purchase approximately .2 shares of Jacor common stock
at $28 per share ($26 per share if the closing of this
transaction does not occur until on or after October 1, 1996)
will be issued with respect to each Citicasters share, subject to
certain adjustments. John P. Zanotti, Chief Executive Officer of
Citicasters, stated "We believe this merger represents tremendous
value for our shareholders along with new opportunities for our
employees."
Certain entities and persons that control Citicasters have
agreed to execute irrevocable consents in favor of the Jacor
transaction on March 13, 1996. These consents are sufficient to
approve the transaction under applicable law and, when delivered,
will preclude the consideration of any other offers. The
consummation of the transaction is subject to certain conditions,
including the receipt of FCC and other regulatory approvals.
Salomon Brothers Inc. served as financial advisor to
Citicasters in connection with the transaction.
Citicasters currently operates 19 radio stations including
14 FM and 5 AM stations along with two network-affiliated
television stations in major markets throughout the country.
Citicasters common stock is quoted on NASDAQ National Market
System under the symbol CITI.
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Exhibit 2
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of February 12,
1996, is among JACOR COMMUNICATIONS, INC., an Ohio corporation
("Parent"), JCAC, INC., a Florida corporation and a wholly owned
subsidiary of Parent ("Acquisition"), GREAT AMERICAN INSURANCE
COMPANY, an Ohio corporation ("Seller A"), AMERICAN FINANCIAL
CORPORATION, an Ohio corporation ("Seller B"), AMERICAN FINANCIAL
ENTERPRISES, INC., a Connecticut corporation ("Seller C"), CARL
H. LINDNER ("Seller D"), THE CARL H. LINDNER FOUNDATION, a
charitable foundation ("Seller E") and S. CRAIG LINDNER ("Seller
F"). Seller A, Seller B, Seller C, Seller D, Seller E and Seller
F are sometimes individually referred to herein as a "Seller" and
are sometimes collectively referred to herein as the "Sellers".
WHEREAS, Parent, Acquisition, and Citicasters Inc., a
Florida corporation (the "Company"), are, concurrently with the
execution of this Agreement, entering into an Agreement and Plan
of Merger (the "Merger Agreement"), which provides, among other
things, upon the terms and subject to the conditions thereof,
that Acquisition will be merged with and into the Company in
accordance with the Florida Business Corporation Act (the
"Merger") such that each share of Class A Common Stock, par value
$.01 per share, of the Company (the "Shares") issued and
outstanding immediately prior to the effective time of the Merger
(other than Shares owned by the Company, Parent, Acquisition or
any direct or indirect subsidiary of the Company, Parent or
Acquisition, and any Shares held in the treasury of the Company)
will be converted into the right to receive the Merger
Consideration (as defined in the Merger Agreement);
WHEREAS, each Seller owns the number of Shares (the
"Seller's Shares") set forth on Schedule A hereto opposite the
name of such Seller; and
WHEREAS, in order to induce Parent and Acquisition to
enter into the Merger Agreement, each Seller has agreed to enter
into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements herein contained, and
intending to be legally bound hereby, Parent, Acquisition and the
Sellers hereby agree as follows.
Section 1. Representations and Warranties of
Sellers. Each Seller represents and warrants to Parent and
Acquisition as follows:
(a) Each of Seller A, Seller B and Seller C is a
corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation.
(b) Each of Seller A, Seller B, Seller C and Seller E
has all necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby.
(c) The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby have been duly and
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validly authorized by the board of directors of each of Seller A,
Seller B, Seller C and Seller E and no other proceedings on the
part of any of Seller A,
Seller B, Seller C or Seller E are necessary to authorize this
Agreement or to consummate the transactions so contemplated.
(d) This Agreement has been duly and validly executed
and delivered by each Seller and constitutes a legal, valid and
binding agreement of each Seller enforceable against each Seller
in accordance with its terms, except that the enforceability
hereof may be subject to applicable bankruptcy, insolvency or
other similar laws now or hereinafter in effect affecting
creditors' rights generally.
(e) The execution, delivery and performance by the
Sellers of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i)
contravene or conflict with the Certificate of Incorporation or
By-Laws of any of Seller A, Seller B or Seller C or any
organizational or governing documents of Seller E; (ii)
contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or
decree binding upon or applicable to any Seller, any of their
respective subsidiaries or any of their respective properties;
(iii) conflict with, or result in the breach or termination of
any provision of or constitute a default (with or without the
giving of notice or the lapse of time or both) under, or give
rise to any right of termination, cancellation, or loss of any
benefit to which any Seller or any of its subsidiaries is
entitled under any provision of any agreement, contract, license
or other instrument binding upon such Seller, any of its
subsidiaries or any of their respective properties, or allow the
acceleration of the performance of, any obligation of any Seller
or any of its subsidiaries under any indenture, mortgage, deed of
trust, lease, license, contract, instrument or other agreement to
which such Seller or any of its subsidiaries is a party or by
which any Seller or any of its subsidiaries or any of their
respective assets or properties is subject or bound; or (iv)
result in the creation or imposition of any security interests,
liens, claims, pledges, charges, voting agreements or other
encumbrances of any nature whatsoever (collectively, "Liens") on
any asset of any Seller or any of its subsidiaries, except in the
case of clauses (ii), (iii) and (iv) for any such contraventions,
conflicts, violations, breaches, terminations, defaults,
cancellations, losses, accelerations and Liens which would not
individually or in the aggregate materially interfere with the
consummation of the transactions contemplated by this Agreement.
(f) As of the date hereof, none of the Sellers and
none of their respective properties is subject to any order,
writ, judgment, injunction, decree, determination or award which
would prevent or delay the consummation of the transactions
contemplated hereby.
(g) Each Seller has, and at all times between the date
of this Agreement and the consummation of the Merger such Seller
will have, (i) good and valid title to such Seller's Shares, free
and clear of any Liens and (ii) the right to vote such Seller's
Shares.
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(h) There are no options or rights to acquire, or any
agreements to which any Seller is a party relating to, any
Seller's Shares, other than this Agreement.
(i) The Seller's Shares described in Schedule A
represent all of the Shares beneficially owned (within the
meaning of Rule 13d-3 under the Exchange Act) by any of the
Sellers.
Section 2. Representations and Warranties of Parent and
Acquisition. Each of Parent and Acquisition represents and
warrants to the Sellers as follows:
(a) Each of Parent and Acquisition is a corporation
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation.
(b) Each of Parent and Acquisition has all necessary
corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby.
(c) The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by the board of
directors of each of Parent and Acquisition and no other
corporate proceedings on the part of Parent or Acquisition are
necessary to authorize this Agreement or to consummate the
transactions so contemplated.
(d) This Agreement has been duly and validly executed
and delivered by each of Parent and Acquisition and constitutes a
legal, valid and binding agreement of each of Parent and
Acquisition enforceable against each of Parent and Acquisition in
accordance with its terms, except that the enforceability hereof
may be subject to applicable bankruptcy, insolvency, or other
similar laws, now or hereinafter in effect affecting creditors'
rights generally.
Section 3. Negative Covenants of Sellers. Except
as provided for herein or in the Merger Agreement, each Seller
agrees not to (either directly or indirectly):
(a) sell, transfer, pledge, assign, hypothecate or
otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer,
pledge, assignment, hypothecation or other disposition of such
Seller's Shares (including, without limitation, through the
disposition or transfer of control of another person) other than
to an affiliate of Seller D that agrees to be bound by this
Agreement;
(b) grant any proxies with respect to such Seller's
Shares, deposit such Seller's Shares into a voting trust or enter
into a voting agreement with respect to any of such Seller's
Shares; or
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(c) take any action which would make any
representation or warranty of any Seller herein untrue or
incorrect in any material respect.
Section 4. No Solicitation. (a) From and after
the date of this Agreement and except as set forth in subsection
0, the Sellers shall not, and the Sellers shall use their
reasonable best efforts to cause the Company not to, directly or
indirectly, (i) solicit, initiate, knowingly encourage, or
participate in discussions or negotiations regarding, any
proposals or offers from any individual, corporation,
partnership, limited liability corporation, joint venture, trust,
association, unincorporated organization, other entity, group or
governmental authority ("Person") relating to any Competing
Transaction (as defined in subsection 0) or (ii) furnish to any
other Person any nonpublic information or access to such
information with respect to, or otherwise concerning, any
Competing Transaction. The Sellers shall immediately cease and
cause to be terminated any existing discussions or negotiations
with any third parties conducted heretofore with respect to any
proposed Competing Transaction. The Sellers shall promptly
disclose to Parent the identity of any Person who attempts to
initiate any discussions contemplating a Competing Transaction.
(b) Notwithstanding anything to the contrary contained
in this Section 0 or in any other provision of this Agreement,
until the consents required by Section 0 have been duly executed
and delivered, the Sellers shall not be required to cause the
Company to refrain from (i) participating in discussions or
negotiations with, and, during such period, furnishing
information to, a Person that seeks to engage in discussions or
negotiations, requests information or makes a proposal to acquire
the Company pursuant to a Competing Transaction, if the Company's
directors have determined in good faith that such action is
required for the discharge of their fiduciary obligations, based
upon the written advice of independent legal counsel, who may be
the Company's regularly engaged legal counsel (a "Director
Duty"); or (ii) terminating this Agreement and entering into an
agreement providing for a Competing Transaction in accordance
with a Director Duty. In the event that the Sellers participate
(directly or indirectly) in discussions or negotiations with, or
furnish information to, a Person that seeks to engage in such
discussions or negotiations, requests information or makes a
proposal to acquire the Company pursuant to a Competing
Transaction pursuant to this subsection 0, then: (i) the Sellers
shall immediately disclose to Parent the decision of the
Company's directors; (ii) the identity of the Person; and (iii)
copies of all information or material not previously furnished to
Parent or Acquisition which the Sellers, the Company, or their
respective agents provides or causes to be provided to such
Person or any of its officers, directors, employees, agents,
advisors or representatives.
(c) For the purposes of this Agreement, "Competing
Transaction" shall mean any of the following involving the
Company: (i) any merger, consolidation, share exchange, business
combination or other similar transaction; (ii) any sale, lease,
exchange, transfer or other disposition of all or substantially
all of the assets of the Company and its subsidiaries,
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taken as a whole, in a single transaction or series of related
transactions; or (iii) any tender offer or exchange offer for
Shares.
Section 5. Written Consent.
(a) Prior to the close of business on the thirtieth
day following the date of this Agreement (the "Delivery Date"),
unless the Merger Agreement has been terminated on or prior to
the Delivery Date, each Seller will execute and deliver to the
corporate secretary of the Company a written consent with respect
to such Seller's Shares in the form attached hereto as Exhibit A,
which written consent will not be withdrawn or revoked. Such
written consents of the Sellers will constitute the irrevocable
written consent of each of the Sellers with respect to his or its
Seller's Shares to the approval and adoption of the Merger
Agreement.
(b) For so long as this Agreement is in effect, in any
meeting of the stockholders of the Company, however called, and
in any action by consent of the stockholders of the Company, each
Seller shall vote or cause to be voted all of such Seller's
Shares: (i) against any action or agreement that would result in
a breach in any material respect of any covenant, representation
or warranty or other obligation of any Seller under this
Agreement or of the Company, Parent or Acquisition under the
Merger Agreement; (ii) against any action or agreement that would
impede, interfere with or discourage the transactions
contemplated by this Agreement or the Merger Agreement,
including, without limitation: (1) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation
involving the Company or any of its subsidiaries, (2) a sale or
transfer of a material amount of assets of the Company, or any of
its subsidiaries or the issuance of securities by the Company or
any of its subsidiaries, (3) any change in the board of directors
of the Company, (4) any change in the present capitalization or
dividend policy of the Company (other than as contemplated by the
Merger Agreement) or (5) any other material change in the
Company's corporate structure or business; and (iii) in favor of
any action or agreement that would further the consummation of
the transactions contemplated by this Agreement or the Merger
Agreement.
Section 6. Registration Agreement. Prior to the
closing of the Merger, the parties will enter into an agreement
providing for shelf registration of resale of the Warrants and
the Warrant Shares (each as defined in the Merger Agreement) with
terms and conditions customary for transactions that are similar
to the Merger.
Section 7. Specific Performance. The parties
hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
Section 8. Expenses. Each party shall bear its own
expenses and costs in connection with this Agreement and the
transactions contemplated hereby.
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Section 9. Amendment; Assignment. This Agreement
may not be modified, amended, altered or supplemented except upon
the execution and delivery of a written agreement executed by the
parties hereto. This Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns and shall be
assignable by the parties hereto; provided, however, that this
Agreement shall not be assignable by any Seller without the prior
written consent of Parent other than to an affiliate of Seller D
that agrees to be bound by this Agreement. No assignment
hereunder will relieve any party to this Agreement of its
obligations hereunder.
Section 10. Parties in Interest. This Agreement
shall be binding upon and inure solely to the benefit of each
party hereto and its successors and permitted assigns, and
nothing in this Agreement, express or implied, is intended to or
shall confer upon any other person any rights, benefits or
remedies of any nature whatsoever under or by reason of this
Agreement.
Section 11. Notices. All notices, requests, claims,
demands and other communications hereunder shall be in writing
and shall be given (and shall be deemed to have been duly given
upon receipt) by delivery in person, by facsimile or by
registered or certified mail (postage prepaid, return receipt
requested), to the other party as follows:
(a) If to Parent or Acquisition, to:
Randy Michaels
Jacor Communications, Inc.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Facsimile: (513) 621-0090
with a copy to:
Thomas W. Kahle, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
Facsimile: (513) 651-3836
and
Scott J. Davis, Esq.
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Facsimile: (312) 701-7711
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(b) If to the Sellers, to:
James C. Kennedy, Esq.
American Financial Group, Inc.
One East Fourth Street
Suite 919
Cincinnati, Ohio 45202
Facsimile: (513) 579-2113
or to such other address as the person to whom notice is given
may have previously furnished to the other in writing in the
manner set forth above.
Section 12. Reasonable Best Efforts. Subject to the
terms and conditions herein provided, each of the parties hereto
agrees to use its reasonable best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things
reasonably necessary, proper or advisable under applicable laws
and regulations to consummate and make effective the transactions
contemplated by this Agreement.
Section 13. Governing Law. This Agreement shall be
governed by and construed in accordance with the law of the State
of Florida, without regard to the principles of conflicts of law
thereof.
Section 14. Termination.
(a) This Agreement shall terminate upon termination of
the Merger Agreement without the consummation of the Merger. No
such termination shall relieve any party from liability for any
breach of this Agreement.
(b) If (i) the Merger Agreement is terminated pursuant
to Sections 8.1(f), 8.1(g) or 8.1(h) of that Agreement and (ii) a
transaction is consummated within eighteen months after the
termination of the Merger Agreement that results (1) in the sale,
exchange, conversion or other disposition (by merger or
otherwise) of some or all of the Shares owned by Seller D or
Seller F (2) a payment (by dividend or otherwise) to Seller D or
Seller F following a sale of all or substantially all of the
assets of the Company, a recapitalization, a restructuring or
other similar event (in the case of (1) or (2), an "Other
Transaction"), Seller D and Seller F shall, immediately after the
consummation of the Other Transaction, pay to Parent a sum (the
"Compensating Payment") equal to the number of Shares sold,
exchanged, converted, or otherwise disposed or with respect to
which Seller D or Seller F received a payment, in the Other
Transaction multiplied by one half of the Per Share Difference.
The Per Share Difference shall equal (x) the fair market value,
valued as of the time the Other Transaction is consummated, of
the consideration per Share received by Seller D or Seller F in
the Other Transaction less (y) the expected fair market value per
Share, valued as of December 1, 1996, that Seller D or Seller F
would have received in the Merger. If Seller D, Seller F and
Parent cannot agree on the amount of the Compensating
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Payment, Seller D and Seller F shall pay Parent immediately a sum
equal to what Seller D and Seller F believe the Compensating
Payment to be (the "Immediate Payment") plus interest at 9% per
year on the Immediate Payment for the period between the time the
Other Transaction is consummated and the time the Immediate
Payment is made, and the final amount of the Compensating Payment
shall be determined in accordance with the commercial arbitration
rules of the American Arbitration Association by an arbitrator or
arbitrators appointed in accordance with such rules. Such
arbitration shall take place in Cincinnati, Ohio, and judgment
upon any award rendered in such arbitration may be entered in any
court of appropriate jurisdiction; the parties hereto consent to
the entry of such judgment and agree that no appeal shall be
taken therefrom. Parent shall be entitled to receive immediately
the difference between the final amount of the Compensating
Payment determined by the arbitrators and the Immediate Payment
(the "Difference") and interest at 9% per year on the Difference
for the period between the date the Competing Transaction is
consummated and the date the Difference is paid to Parent. In no
event shall Parent be required to make any payment under this
Agreement.
(c) This Section 0 shall survive the termination of
this Agreement.
Section 15. Severability. The provisions of this
Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity
and enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any
person or entity or any circumstance, is invalid or
unenforceable, (a) a suitable and equitable provision shall be
substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid and
unenforceable provision and (b) the remainder of this Agreement
and the application of such provision to other persons, entities
or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.
Section 16. Entire Agreement. This Agreement
constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof.
Section 17. Descriptive Headings. The descriptive
headings herein are inserted for convenience of reference only
and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
Section 18. Certain Definitions. For purposes of
this Agreement, the term:
(a) "affiliate" of a person means a person that
directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the
first mentioned person;
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(b) "control" (including the terms "controlled by" and
"under common control with") means the possession, directly or
indirectly or as trustee or executor, of the power to direct or
cause the direction of the
management policies of a person, whether through the ownership of
stock, as trustee or executor, by contract or credit arrangement
or otherwise;
(c) "knowledge" means knowledge after reasonable
inquiry;
(d) "person" means an individual, corporation,
partnership, association, trust, unincorporated organization,
other entity or group (as defined in Section 13(d)(3) of the
Exchange Act); and
(e) "subsidiary" or "subsidiaries" of any person means
any corporation, partnership, joint venture or other legal entity
of which such person (either alone or through or together with
any other subsidiary), owns, directly or indirectly, 50% or more
of the stock or other equity interests the holder of which is
generally entitled to vote for the election of the board of
directors or other governing body of such corporation,
partnership, joint venture or other legal entity.
Section 19. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one
and the same agreement.
IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be executed on its behalf by its representatives
thereunto duly authorized, all as of the day and year first above
written.
GREAT AMERICAN INSURANCE COMPANY
By: __________________________
Name:
Title:
AMERICAN FINANCIAL CORPORATION
By: __________________________
Name:
Title:
AMERICAN FINANCIAL ENTERPRISES, INC.
By: __________________________
Name:
Title:
CARL H. LINDNER
Carl H. Lindner
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THE CARL H. LINDNER FOUNDATION
By: __________________________
Name:
Title:
S. CRAIG LINDNER
__________________________
S. Craig Lindner
JACOR COMMUNICATIONS, INC.
By: __________________________
Name:
Title:
JCAC, INC.
By: __________________________
Name:
Title:
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SCHEDULE A
TO THE
STOCKHOLDERS AGREEMENT
Capitalized terms used in this Schedule A and not otherwise
defined in this Schedule A have the respective meanings assigned
to such terms in the attached Stock Purchase Agreement.
Name of each Seller Number of Shares
- --------------------------- --------------------
GREAT AMERICAN INSURANCE COMPANY 3,455,698 Shares
AMERICAN FINANCIAL CORPORATION 1,500,000 Shares
AMERICAN FINANCIAL ENTERPRISES, INC. 2,611,191 Shares
CARL H. LINDNER 3,257,913 Shares
THE CARL H. LINDNER FOUNDATION 170,253 Shares
S. CRAIG LINDNER 85,500 Shares
________________________ __________________
Total 11,080,555 Shares
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EXHIBIT A
WRITTEN CONSENT
OF A SHAREHOLDER OF
CITICASTERS, INC.
PURSUANT TO SECTION 607.0704
OF THE FLORIDA BUSINESS CORPORATION ACT
The undersigned, being the holder of ________ shares of
Class A Common Stock, par value $.01 per share, of Citicasters,
Inc., a Florida corporation (the "Company"), by executing this
written consent, hereby approves the Agreement and Plan of Merger
(the "Merger Agreement") dated as of February 12, 1996 among the
Company, Jacor Communications, Inc., an Ohio corporation
("Acquiror") and JCAC, Inc., a Florida corporation and wholly
owned subsidiary of Acquiror ("Acquisition") and thereby approves
the adoption by the surviving corporation in the merger
contemplated by the Merger Agreement of the Articles of
Incorporation and By-Laws of Acquisition.
IN WITNESS WHEREOF, the undersigned has executed this
written consent as of the date written below.
Date:
______________
[Shareholder]
_______________________
[Shareholder]
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Exhibit 3 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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Exhibit 4
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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<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
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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
28
