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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PAXSON COMMUNICATIONS CORPORATION
(Name of Issuer)
Class A Common Stock, $.001 par value
(Title of Class of Securities)
704231 10 9
(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 22, 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. 704231 10 9
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*
N/A
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 1,763,800
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH N/A
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,763,800
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,763,800
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14. TYPE OF REPORTING PERSON*
CO
*(See Instructions)
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ITEM 1. SECURITY AND ISSUER
The name of the issuer is Paxson Communications Corporation, a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 601 Clearwater Park Road, West Palm Beach, Florida 33401. The
class of the Company's securities to which this Schedule 13D relates is its
Class A Common Stock, $.001 par value 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 28, 1997,
including pending acquisitions, JCC, through its subsidiaries, owns, operates,
represents or provides programming for approximately 135 radio stations in 29
U.S. broadcast areas and one television station. Jacor and JCC also own and
distribute syndicated talk programming for radio broadcasting and act as a
satellite systems integrator, Internet service provider and communications
consultant focused on the radio broadcasting industry.
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
R. Christopher Weber Senior Vice President, Chief Financial
50 East RiverCenter Boulevard Officer and Assistant Secretary of Jacor
12th Floor
Covington, KY 41011
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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
229 N. Church Street Partners, Inc., primarily an investment
Suite 200 company with investments in real estate and
Charlotte, NC 28202 development companies; Partner of Meringoff
Equities, a real estate and investment
company
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
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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; and Vice Chair of Jacor
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
Samuel Zell Chairman of the Board and Chief Executive
Two North Riverside Plaza Officer of Capsure Holdings Corp.: Chairman
Chicago, IL 60606 of the Board of Jacor, Revco D.S., Inc. and
American Classic Voyages Co.; Chairman of the
Trustees of Equity Residential Properties
Trust; and former Chief Executive Officer of
Manufactured Home Communities, Inc.
The name, business address and principal occupation of each employee
executive officer of Jacor are as follows:
Name and Business Address Principal Occupation
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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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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
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
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The name, business address and principal occupation of each director and
executive officer of ZCI are as follows:
Name and Business Address Principal Occupation
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Samuel Zell Chairman of the Board and Chief Executive
Two North Riverside Plaza Officer of Capsure Holdings Corp.; Chairman
Chicago, IL 60606 of the Board of Jacor, Revco D.S., Inc. and
American Classic Voyages Co.; Chairman of the
Trustees of Equity Residential Properties
Trust; and former Chief Executive Officer of
Manufactured Home Communities, Inc.
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; and Vice Chair of Jacor
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
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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
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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 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
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
JCC acquired and held the Class A Common Stock of the Company (the
"Shares") for investment purposes. Its recent sales of some of the Shares
has been consistent with this purpose. As a result of these sales, on April
22, 1997, JCC's ownership of outstanding shares of the Company's Class A
Common Stock fell below 5% of such class of securities. This Amendment No. 1
is being filed to reflect this fact. JCC has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) JCC has beneficial ownership of 1,763,800 outstanding shares of
the Company's Class A Common Stock representing 4.6% of such class of
securities.
(b) JCC has the beneficial ownership of 1,763,800 outstanding
shares of the Company's Class A Common Stock such that JCC will have sole
voting power and sole disposition power over 4.6% of the Company's Class A
Common Stock.
(c) JCC sold the following shares of the Company's Class A Common
Stock on the following dates for the following prices per share (excluding
commissions) in the open market:
Date No. of Shares Price Per Share
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April 17, 1997 26,500 10.6910
April 18, 1997 67,000 10.7370
April 21, 1997 6,600 10.8523
April 22, 1997 34,200 10.3732
April 23, 1997 50,800 9.8203
April 24, 1997 7,300 10.0000
April 25, 1997 34,000 10.1015
April 28, 1997 22,700 10.0115
April 29, 1997 22,200 10.0484
April 30, 1997 12,900 10.0349
May 1, 1997 2,000 10.0000
(d) Jacor, as the sole shareholder of JCC, has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Class A Common Stock of the Company held by JCC.
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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
By: /s/ R. Christopher Weber
--------------------------------------------
R. Christopher Weber, Senior Vice President
Chief Financial Officer and Secretary
Date: May 2, 1997
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