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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
PREMIERE RADIO NETWORKS, INC.
(Name of Issuer)
(i) Common Stock, par value $0.01 per share
(ii) Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
(i) 740906 20 1;
(ii) 740906 10 2
(CUSIP Number)
R. Christopher Weber
Senior Vice President, Chief Financial Officer and Secretary
Jacor Communications Company
50 East RiverCenter Boulevard, 12th Floor
Covington, Kentucky 41011
(606) 655-2267
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 7, 1997
(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 ___.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 740906 20 1
1. NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification No. of Above Persons
Jacor Communications Company
59-2054850
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ----
N/A (b) ----
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, AF, WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ----
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7. SOLE VOTING POWER
SHARES 3,658,577 (See Item 3)
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH N/A
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 3,658,577
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,658,577
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% of Common Stock
14. TYPE OF REPORTING PERSON*
CO
*(See Instructions)
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CUSIP NO. 740906 10 2
1. NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification No. of Above Persons
Jacor Communications Company
59-2054850
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ----
N/A (b) ----
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, AF, WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ----
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,256,794 (See Item 3)
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH N/A
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 4,256,794
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,256,794
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% of Class A Common Stock
14. TYPE OF REPORTING PERSON*
CO
*(See Instructions)
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ITEM 1. SECURITY AND ISSUER
The name of the issuer is Premiere Radio Networks, Inc., a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 15260 Ventura Boulevard, Fifth Floor, Los Angeles, California
91403-5339. The classes of the Company's securities to which this Schedule 13D
relates are its Common Stock, par value $0.01 per share, and Class A Common
Stock, par value $0.01 per share.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) Jacor Communications Company ("JCC") is a Florida corporation and
was formerly known as Citicasters Inc. JCC is a wholly owned subsidiary of
Jacor Communications, Inc., a Delaware corporation ("Jacor"). Both JCC and
Jacor have their principal executive offices located at 50 East RiverCenter
Boulevard, 12th Floor, Covington, Kentucky 41011. As of April 7, 1997,
including pending acquisitions, JCC, through its subsidiaries, owns, operates,
represents or provides programming for approximately 130 radio stations in 27
U.S. broadcast areas and one television station.
The name, business address and principal occupation of each director of JCC
are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
R. Christopher Weber Senior Vice President, Chief Financial
50 East RiverCenter Boulevard Officer and Assistant Secretary of Jacor
12th Floor
Covington, KY 41011
Jon M. Berry Senior Vice President and Treasurer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
The name, business address and principal occupation of each executive
officer of JCC are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
Randy Michaels Chief Executive Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Robert L. Lawrence President and Chief Operating Officer of
50 East RiverCenter Boulevard Jacor
12th Floor
Covington, KY 41011
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R. Christopher Weber Senior Vice President, Chief Financial
50 East RiverCenter Boulevard Officer and Assistant Secretary of Jacor
12th Floor
Covington, KY 41011
Jon M. Berry Senior Vice President and Treasurer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
David H. Crowl President/Radio Division of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Jerome L. Kersting Senior Vice President of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Jacor is the parent holding company of JCC. Zell/Chilmark Fund L.P., a
Delaware limited partnership (the "Zell/Chilmark"), is a controlling person of
Jacor. The sole general partner of Zell/Chilmark is ZC Limited Partnership, an
Illinois limited partnership ("ZC Limited"). The sole general partner of ZC
Limited is ZC Partnership, a Delaware general partnership ("ZC"). ZC's sole
general partners are ZC, Inc., an Illinois corporation ("ZCI") and CZ, Inc., a
Delaware corporation ("CZI").
ZCI is wholly owned and controlled by Samuel Zell. Samuel Zell, as trustee
of the Samuel Zell Revocable Trust dated January 17, 1990 (the "SZ Trust"), is
the sole shareholder of ZCI. Mr. Zell is also the beneficiary of the SZ Trust.
CZI is wholly owned and controlled by David M. Schulte, its sole shareholder.
The principal executive offices of Zell/Chilmark, ZC Limited, ZC, ZCI and
CZI are located at Two North Riverside Plaza, Suite 1500, Chicago, IL 60606.
The name, business address and principal occupation of each director of
Jacor are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
John W. Alexander President of Mallard Creek Capital Partners,
229 N. Church Street Inc., primarily an investment company with
Suite 200 interests in real estate and development
Charlotte, NC 28202 companies; Partner of Meringoff Equities, a
real estate and investment company.
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Peter C.B. Bynoe Partner in the Chicago-based law firm of
203 N. LaSalle Street Rudnick & Wolfe
Chicago, IL 60601
Rod F. Dammeyer Managing Director of Equity Group
Two North Riverside Plaza Investments, Inc., a privately owned and
19th Floor affiliated investment and management company;
Chicago, IL 60606 President, Chief Executive Officer and a
director of Anixter International, Inc.,
a provider of integrated networking and cable
solutions
F. Philip Handy A Partner of Winter Park Capital Company, an
200 E. New England Avenue investment firm
P.O. Box 3090
Winter Park, FL 32790
Marc Lasry Executive Vice President of Amroc
335 Madison Avenue Investments, Inc., an investment firm
26th Floor
New York, NY 10017
Robert L. Lawrence President and Chief Operating Officer of
50 East RiverCenter Boulevard Jacor
12th Floor
Covington, KY 41011
Randy Michaels Chief Executive Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Sheli Z. Rosenberg Chief Executive Officer, President and a
Two North Riverside Plaza Director of Equity Group Investments, Inc., a
6th Floor privately owned and affiliated investment and
Chicago, IL 60606 management company
Maggie Wilderotter President and Chief Executive Officer of Wink
1001 Marina Village Pkwy. Communications Inc., a California-based
Alameda, CA 94501 company that develops technology for adding
simple interactivity and graphics to mass-
market consumer electronic products
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The name, business address and principal occupation of each executive
officer of Jacor are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
Randy Michaels Chief Executive Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Robert L. Lawrence President and Chief Operating Officer of
50 East RiverCenter Boulevard Jacor
12th Floor
Covington, KY 41011
David H. Crowl President/Radio Division of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
R. Christopher Weber Senior Vice President, Chief Financial
50 East RiverCenter Boulevard Officer and Assistant Secretary of Jacor
12th Floor
Covington, KY 41011
Jon M. Berry Senior Vice President and Treasurer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
John Hogan Senior Vice President of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Jerome L. Kersting Senior Vice President of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
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Paul F. Solomon Senior Vice President - General Counsel and
50 East RiverCenter Boulevard Secretary of Jacor
12th Floor
Covington, KY 41011
Alfred Kenyon III Vice President- Engineering of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Nicholas Jan Miller Vice President- Marketing of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Thomas P. Owens Vice President- Programming of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
William P. Suffa Vice President- Strategic Development of
50 East RiverCenter Boulevard Jacor
12th Floor
Covington, KY 41011
The name, business address and principal occupation of each director and
executive officer of ZCI are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
Samuel Zell Sole director and President of ZCI and
Two North Riverside Plaza Chairman of the Board of Equity Group
Chicago, IL 60606 Investments, Inc., an investment and
management company
Donald W. Phillips Vice President of ZCI and Executive Vice
Two North Riverside Plaza President of Equity Financial and Management
Chicago, IL 60606 Company, an investment and management company
Sheli Z. Rosenberg Chief Executive Officer, President and a
Two North Riverside Plaza Director of Equity Group Investments, Inc., a
6th Floor privately owned and affiliated investment and
Chicago, IL 60606 management company
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Arthur A. Greenberg Vice President and Treasurer of ZCI and
Two North Riverside Plaza President of the accounting firm of Greenberg
Chicago, IL 60606 and Pociask LTD.
Rod Dammeyer Managing Director of Equity Group
Two North Riverside Plaza Investments, Inc., a privately owned and
Chicago, IL 60606 affiliated investment and management company;
and Chief Executive Officer of Anixter
International, Inc. (formerly known as Itel
Corporation), a provider of integrated
networking and cable solutions
David J. Rosen Vice President of ZCI
Two North Riverside Plaza
Chicago, IL 60606
The name, business address and principal occupation of each director and
executive officer of CZI are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
David M. Schulte Sole director, President, Secretary and
Two North Riverside Plaza Treasurer of CZI, and general partner of
Chicago, IL 60606 Zell/Chilmark.
Joel S. Friedland Vice President and Assistant Secretary of CZI
Two North Riverside Plaza
Chicago, IL 60606
Matthew R. Rosenberg Vice President and Assistant Secretary of CZI
Two North Riverside Plaza
Chicago, IL 60606
Daniel Yih Vice President and Assistant Secretary of CZI
Two North Riverside Plaza
Chicago, IL 60606
(d) -(e) During the last five years, neither JCC, nor to the best of JCC's
knowledge, Jacor, the Zell/Chilmark, ZC Limited, ZC, ZCI, CZI or any of the
directors or executive officers of JCC, Jacor, the Zell/Chilmark, ZC Limited,
ZC, ZCI or CZI, have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or
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mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All individuals described in this item 2 are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 7, 1997, Jacor, JCC and PRN Holding Acquisition Corp. ("Buyer"), a
wholly-owned subsidiary of JCC, entered into an Agreement and Plan of Merger
(the "Merger Agreement") with the Company. Pursuant to the terms of the Merger
Agreement, Buyer will merge with and into the Company (the "Merger") such that
each outstanding share of the Company's capital stock (other than shares held by
Jacor, treasury shares and dissenting shares, if any) will be converted into the
right to acquire $13.50 in cash and .1525424 shares, subject to adjustment, (the
"Exchange Ratio") of Jacor common stock. The Company will be the surviving
company in the Merger and will be a subsidiary of Jacor. The holders of more
than 50% of the voting power of the Company have entered into a shareholders'
agreement whereby they have agreed to vote their shares of the Company in favor
of the Merger by written consent as soon as is practicable.
The merger consideration is subject to adjustment in certain circumstances.
If the Merger is not consummated on or before July 31, 1997, the cash portion of
the merger consideration will accrue interest at the rate of 7 1/2% per annum
commencing August 1, 1997 (a maximum additional per share amount of $.084375
payable in cash). Also, if the average closing price of Jacor common stock for
the 10 trading days immediately preceding the third trading day prior to the
closing of the Merger (the "Average Price") is less than $26.50 or more than
$32.50, then the Exchange Ratio will be adjusted by multiplying .152524 by a
fraction which has as its numerator either $26.50 or $32.50 (whichever is
applicable based upon which threshold is triggered) and as its denominator the
Average Price.
In order to facilitate the Merger, JCC has further agreed to purchase all
of the outstanding shares of common stock of Archon Communications, Inc.
("Archon"), the largest shareholder of the Company's capital stock. Such
stock purchase is to be consummated immediately prior to the closing of the
Merger and the consummation of the Merger is conditioned upon the closing of
JCC's purchase of the Archon stock. Archon's principal business activity has
been the ownership of the Company's Common Stock, Class A Common Stock and
options and warrants to acquire the Company's Common Stock and the provision
of strategic consulting services to the Company. For their shares in Archon,
the Archon shareholders will receive an amount of cash and Jacor common stock
calculated on the basis of what Archon would have received in the Merger for
the Company's Common Stock and the Company's options and warrants owned by
Archon, plus cash equal to Archon's cash on hand (net of Archon liabilities)
upon closing.
The cash and stock to be paid by Jacor is valued at approximately $18 per
share of the Company's capital stock. The total consideration to be paid by
Jacor, including payment for certain of the Company's outstanding warrants to
purchase common stock and stock options, is expected to aggregate approximately
$185 million inclusive of the amounts to be paid to the Archon shareholders as
discussed in the preceding
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paragraph. Net of the Company's cash on hand and excess working capital to be
acquired by Jacor in the Merger, the total net consideration to be paid by Jacor
is expected to be approximately $165 million. Jacor anticipates that the
sources of cash to be used for the cash portion of the merger consideration will
be obtained from a combination of one or more of the following sources: credit
facilities established with banks or other financial institutions; JCC's working
capital; monies that may be raised through public and/or private offerings of
Jacor's equity and/or debt securities. As of the date hereof, Jacor has made no
definitive decisions as to which of these potential funding sources will be
utilized.
The closing of the Merger is subject to certain conditions, including
expiration of the applicable Hart-Scott-Rodino waiting period, approval by the
Company's shareholders and other customary closing conditions. The Merger
Agreement becomes terminable on August 31, 1997. The Company anticipates that
the closing will occur during the summer of 1997.
ITEM 4. PURPOSE OF TRANSACTION
JCC intends to acquire all of the Company's outstanding shares of Common
Stock and Class A Common Stock and, as a result, to acquire control of the
Company. Upon consummation of the Merger, the Company will become a JCC
subsidiary.
The Certificate of Incorporation of the Company will become the Certificate
of Incorporation of the Company, as the surviving corporation, at the effective
time of the Merger. The By-Laws of Buyer will become the By-Laws of the
Company, as the surviving corporation, at the effective time of the Merger. In
addition, at the effective time of the Merger, the directors of Buyer will
become the directors of the Company, as the surviving corporation, and the
officers of the Company will become the officers of the Company, as the
surviving corporation.
Jacor anticipates that, following the effective time of the Merger, the
Company's Common Stock and Class A Common Stock will be delisted from the Nasdaq
National Market and that such classes of securities will be eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) By virtue of the Merger Agreement and upon consummation of the Merger,
JCC will acquire beneficial ownership of all 3,658,577 outstanding shares of
Common Stock and 4,256,794 outstanding shares of the Company's Class A Common
Stock, representing 100% of each of such classes of securities.
(b) By virtue of the Merger Agreement and upon consummation of the Merger,
JCC will acquire beneficial ownership of all outstanding shares of the Company's
Common Stock and Class A Common Stock such that, upon consummation of the
Merger, JCC will have sole voting power
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and sole disposition power over 100% of the Company's Common Stock and Class A
Common Stock.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As described in Item 3 above, Jacor, JCC and Buyer and the Company have
entered into the Merger Agreement.
Also, as described in Item 3 above, Jacor, JCC, Archon Communications
Partners LLC, News America Holdings, Incorporated and The News Corporation
Limited have entered into a Stock Purchase Agreement dated as of April 7,
1997 (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase
Agreement, JCC will acquire all of the capital stock of Archon immediately
prior to the closing of the transaction contemplated by the Merger Agreement.
Archon is the largest shareholder of the Company's capital stock, and Archon's
principal business activity has been the ownership of the Company's Common
Stock, Class A Common Stock and options and warrants to acquire the Company's
Common Stock and the provision of strategic consulting services to the Company.
In addition, in connection with the proposed Merger, the holders of more
than 50% of the voting power of the Company have entered into a shareholders
agreement (the "Shareholders' Agreement") whereby they have agreed to vote their
shares of the Company in favor of the Merger by written consent as soon as is
practicable.
The summaries contained in this Schedule 13D of the Merger Agreement, the
Stock Purchase Agreement and the Shareholders' Agreement are qualified in their
entirety by reference to each of those agreements and incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The above mentioned Merger Agreement, Shareholders' Agreement and Stock
Purchase Agreement are incorporated by reference as exhibits hereto as follows:
Exhibit 1 Agreement and Plan of Merger dated as of April 7, 1997 among Jacor
Communications, Inc. ("Jacor"), Jacor Communications Company
("JCC"),PRN Holding Acquisition Corp. ("Buyer"), and Premiere
Radio Networks,Inc. (the "Company") (omitting schedules and
exhibits not deemed material). Incorporated by reference to
Exhibit 2.1 to the Current Report of Jacor on Form 8-K dated
April 7, 1997.
Exhibit 2 Shareholders' Agreement dated as of April 7, 1997 by and among
Jacor, JCC, Archon Communications, Inc. ("Archon"), the
stockholders of Archon and certain
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shareholders of the Company (omitting schedules and exhibits
not deemed material). Incorporated by reference to Exhibit 2.2
to the Current Report of Jacor on Form 8-K dated April 7, 1997.
Exhibit 3 Stock Purchase Agreement dated as of April 7, 1997 among Jacor,
JCC, Archon Communications Partners LLC and News America Holdings
Incorporated (omitting schedules and exhibits not deemed
material). Incorporated by reference to Exhibit 2.3 to the
Current Report of Jacor on Form 8-K dated April 7, 1997.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
JACOR COMMUNICATIONS COMPANY
/s/ Jon M. Berry
By: ---------------------------------------
Jon M. Berry, Senior Vice President,
Treasurer and Assistant Secretary
Date: April 17, 1997
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