FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1993
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-12404
JACOR COMMUNICATIONS, INC.
RETIREMENT PLAN
Jacor Communications, Inc.
201 East Fifth Street, - Suite 1300
Cincinnati, Ohio 45202
<PAGE>
Financial Statements, Schedules and Exhibits. Page No.
(a) Financial Statements:
Report of Independent Accountants 3
Statements of Net Assets Available for Plan Benefits
as of December 31, 1993 and 1992 4 and 5
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1993 6
Notes to Financial Statements 7 to 10
(b) Supplemental Schedules:
Schedule of Investments 11
Schedule of Plan Transactions in Excess of 5% of
Current Value of Plan Assets 12
Transactions with Parties in Interest 13
(c) Exhibits:
Exhibit No. Exhibit
24 Consent of Coopers & Lybrand,
Independent Accountants 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Administrator has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
JACOR COMMUNICATIONS, INC.
RETIREMENT PLAN
DATE: June 28, 1994 BY:
R. Christopher Weber
Plan Administrator
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
Jacor Communications, Inc. Retirement Plan
We have audited the accompanying statements of net assets
available for plan benefits of Jacor Communications, Inc.
Retirement Plan as of December 31, 1993 and 1992 and the related
statement of changes in net assets available for plan benefits
for the year ended December 31, 1993. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits as of December 31, 1993 and 1992, and
the changes in net assets available for plan benefits for the
year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules as listed on page 2 are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
Cincinnati, Ohio
June 14, 1994
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<CAPTION>
Company Stock Company Stock Money
Fund-Employer Fund-Participant Market Bond Balanced Growth Loan
Contributions Contributions Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value
(note 3):
Temporary cash investments $ 21,832 $ 14,940 $ 1,479 $ 6,844 $ 43,186 $ 30,147 $ 118,428
Common stock of participating
employer 645,668 397,986 1,043,654
Warrants to purchase shares
of common stock of
participating employer 270,117 496,411 766,528
Mutual funds 128,725 93,403 663,658 574,387 1,460,173
Loans to participants $ 1,972 1,972
Total investments 937,617 909,337 130,204 100,247 706,844 604,534 1,972 3,390,755
Net assets available for plan
benefits (note 1) $ 937,617 $ 909,337 $130,204 $100,247 $706,844 $ 604,534 $ 1,972 $3,390,755
See accompanying notes to financial statements.
</TABLE>
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<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<CAPTION>
Company Stock Company Stock Money
Fund-Employer Fund-Participant Market Bond Balanced Growth Loan
Contributions Contributions Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
(note 3):
Temporary cash investments $ 89,773 $ 8,092 $ 2,824 $ 2,097 $ 10,878 $ 11,804 $ 125,468
Common stock of participating
employer 73,648 142,980 216,628
Mutual funds 68,042 42,703 306,736 247,305 664,786
Loans to participants $4,373 4,373
Total investments 163,421 151,072 70,866 44,800 317,614 259,109 4,373 1,011,255
Net assets available for plan
benefits (note 1) $ 163,421 $ 151,072 $ 70,866 $44,800 $317,614 $259,109 $ 4,373 $1,011,255
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1993
<CAPTION>
Company Stock Company Stock Money
Fund-Employer Fund-Participant Market Bond Balanced Growth Loan
Contributions Contributions Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fund balances, December 31, 1992 $ 163,421 $ 151,072 $70,866 $44,800 $317,614 $259,109 $ 4,373 $1,011,255
Investment income:
Net appreciation (depreciation)
in fair value of investments
(note 3) 571,992 775,456 (133) 21,524 52,640 1,421,479
Interest 3,253 334 2,536 26 156 143 231 6,679
Dividends 295 572 4,671 23,514 2,473 31,525
Investment expenses (66) (66)
Contributions:
Employer 239,023 239,023
Participant 57,584 79,364 56,005 369,910 287,584 850,447
Benefits paid to participants
(note 1) (40,301) (70,919) (9,564) (1,647) (34,023) (13,133) (169,587)
Interfund transfers, net (4,762) (12,998) (3,475) 8,149 15,718 (2,632) -0-
Fund balances, December 31, 1993 $ 937,617 $ 909,337 $130,204 $100,247 $706,844 $604,534 $ 1,972 $3,390,755
See accompanying notes to financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following describes the significant accounting policies
followed in the preparation of these financial statements.
Investments Valuation
Investments in securities (common stock and mutual funds)
are valued at the last reported sales price on the last
business day of the year.
Other
Purchases and sales of securities are reflected on a trade
date basis. Gain or loss on sales of securities is based on
specific identification of cost for common stock of the
Company and average cost for other securities.
The Plan presents in the statement of changes in net assets
the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those
investments.
2. TAX STATUS:
The Plan has received a favorable determination for
qualification under Sections 401(a) and 401(k) of the
Internal Revenue Code and the related trust is exempt from
federal income taxes under provisions of Section 501(a) of
the Internal Revenue Code.
3. DESCRIPTION OF PLAN:
The following description of the Jacor Communications, Inc.
Retirement Plan provides only general information.
Participants should refer to the Prospectus covering the
Plan and the Summary Plan Description for a more complete
description of the Plan's provisions.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
3. DESCRIPTION OF PLAN, Continued
A. GENERAL - The Plan is a defined contribution plan
covering all employees of the Company who meet the
minimum eligibility requirements of age 21 and either
twelve consecutive months of employment or 1,000 hours
of service in a twelve-month period. It is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The contributions and
earnings are taxable to the participants, subject to
certain exceptions, upon withdrawal from the Plan.
B. CONTRIBUTIONS - Participants in the Plan may elect to
contribute a percentage of their pretax earnings to the
Plan. Currently, the Company, at the discretion of the
Board of Directors, is matching fifty percent of the
employee's elective contribution up to three percent of
their annual eligible compensation. Additional
amounts may be contributed by the employer from current
or accumulated earnings and profits for the benefit of
all employees.
C. PARTICIPANTS' ACCOUNTS - Each participant's account is
credited with the participant's contribution, the
Company's matching contribution, an allocation of any
additional Company contribution, and plan earnings or
losses. Allocations are based on participant's
earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that
can be provided from the participant's account.
D. VESTING - Participants are immediately vested in their
accounts.
E. PAYMENT OF BENEFITS - On termination of service, a
participant will receive a lump sum benefit payment no
later than sixty days subsequent to the end of the plan
year in which the termination is effective. Amounts
due persons who have elected distribution of benefits
from the Plan are approximately $26,000 and $17,500 at
December 31, 1993 and 1992, respectively.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
F. RIGHT TO TERMINATE - Although there are no current
plans to do so, the employer, in accordance with the
procedure set forth in the Plan, may terminate the Plan
at any time.
4. EXPENSES OF THE PLAN:
Currently, the employer pays all administrative expenses of
the Plan.
5. PARTICIPANT DATA:
At December 31, 1993, the number of employees participating
by investment direction was:
Money Market Fund 72
Bond Fund 67
Balanced Fund 237
Growth Fund 186
Company Stock Fund 348
6. PLAN AMENDMENTS:
Effective January 1, 1992, the Plan was changed to allow
participants to direct the investment of their
contributions made after December 31, 1991 into one or more
investment funds or into Jacor common stock. Prior to
January 1, 1992 all contributions to the Plan were used to
acquire Jacor common stock.
In addition, the Plan was modified to allow for participant
loans and the Plan was also changed to allow participants,
after attaining age 55, to annually transfer up to 25% (50%
after attaining age 60) of their pre-1992 holdings in Jacor
common stock into one or more of the other available
investment funds.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
7. TRANSACTIONS WITH PERSONS KNOWN TO BE PARTIES IN INTEREST
In connection with the January 11, 1993 restructuring of
Jacor Communications, Inc. (the "Company") and its debt
obligations, all holders of the then outstanding common
stock received 0.0423618 shares of a new class of the
Company's common stock and 0.1611234 warrants to purchase
such new common stock in exchange for every share of
existing common stock. The warrants are exercisable at
$8.30 per share and, subject to acceleration in certain
events, expire on January 14, 2000. As a result of the
restructuring, the Jacor Communications, Inc. Retirement
Plan holds 125,784 warrants to purchase the Company common
stock.
<PAGE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Item 27a - Schedule of Investments
December 31, 1993
Number of
Shares or
Principal Current
Name of Issuer and Title of Issue Amount Cost Value
Temporary Cash Investments 118,428 $ 118,428 $ 118,428
* Jacor Communications, Inc.
Common Stock 72,602 2,926,851 1,043,654
* Jacor Communications, Inc.
Common Stock Purchase Warrants 125,784 766,528
Mutual Funds:
Losantiville Treasury Fund 128,725 128,725 128,725
American Funds Intermediate
Bond Fund of America 6,541 94,710 93,403
American Funds American
Balanced Fund 52,797 666,601 663,658
American Funds The Growth
Fund of America 21,472 529,949 574,387
Total Mutual Funds 1,419,985 1,460,173
Loans to participants 1,972 1,972
GRAND TOTAL $4,467,236 $3,390,755
* Person known to be a party-in-interest to the Plan.
<PAGE>
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS
IN EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASETS
<CAPTION>
Column Column Column Column Column Column
A B C D E F
Selling Price Expenses
Description or FMV incurred
Identity of or Purchase at date of Lease with
party involved asset Price distribution Rental Transaction
<S> <C> <C> <C> <C> <C>
Purchases
Open Market Jacor Communications, $ 349,550
Inc. Common Stock
(7 separate purchases
totaling 40,407 shares)
Open Market American Funds:
American Balanced Fund $ 311,884
(23 purchases totaling
24,083 shares)
American Growth Fund $ 229,415
(21 purchases totaling
8,869 shares)
Losantiville Treasury $ 78,691
Fund (24 purchases
totaling 78,691 shares)
</TABLE>
<PAGE>
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS
IN EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASETS, Continued
<CAPTION>
Column Column Column Column Column
A B G H I
Current Value
Description of asset on
Identity of or Cost of transaction Net gain
party involved asset asset date or (loss)
<S> <C> <C> <C> <C>
Purchases
Open Market Jacor Communications, $ 349,550 $ 349,550
Inc. Common Stock
(7 separate purchases
totaling 40,407 shares)
Open Market American Funds:
American Balanced Fund $ 311,884 $ 311,884
(23 purchases totaling
24,083 shares)
American Growth Fund $ 229,415 $ 229,415
(21 purchases totaling
8,869 shares)
Losantiville Treasury $ 78,691 $ 78,691
Fund (24 purchases
totaling 78,691 shares)
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Transactions with Parties in Interest
December 31, 1993
<CAPTION>
Number
Identity of Relationship Description of of
Party Involved to Plan Transaction Warrants Cost Value
<S> <C> <C> <C> <C> <C>
Jacor Employer of Receipt of 125,784 $766,528
Communications, employees Common Stock
Inc. covered by Purchase
Plan Warrants
</TABLE>
<PAGE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Jacor Communications, Inc. on Form S-8 (File No. 33-
1293) of our report dated June 14, 1994, on our audits of the
financial statements of Jacor Communications, Inc. Retirement
Plan as of December 31, 1993 and 1992, and for the year ended
December 31, 1993, which report is included in this Form 11-K.
COOPERS & LYBRAND
Cincinnati, Ohio
June 28, 1994
