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, 1994
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
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, 1994 and 1993 4 and 5
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1994 6
Notes to Financial Statements 7
(b) Supplemental Schedules:
Schedule of Investments 11
Schedule of Plan Transactions in Excess of 5% of
Current Value of Plan Assets 12
(c) Exhibits:
Exhibit No. Exhibit
23 Consent of Coopers & Lybrand, L.L.P.
Independent Accountants 13
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 26, 1995 BY: /s/ R. Christopher Weber
R. Christopher Weber
Plan Administrator
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, 1994
and 1993 and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1994. 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, 1994 and 1993, and the changes in net assets available for plan benefits for
the year ended December 31, 1994, 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 fund information in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audits 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.
COOPERS & LYBRAND, L.L.P.
Cincinnati, Ohio
June 9, 1995
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1994
<CAPTION>
Company Stock Company Stock Stable Inter-
Fund-Employer Fund-Participant Asset national 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 $ 16,033 $ 6,874 $14,730 $ 13,395 $ 8,579 $ 59,611
Common stock of participating
employer 830,629 499,790 1,330,419
Warrants to purchase shares
of common stock of
participating employer 325,049 603,323 928,372
Mutual funds $361,131 91,013 1,045,529 929,805 2,427,478
Loans to participants $13,236 13,236
Total investments 1,171,711 1,109,987 361,131 105,743 1,058,924 938,384 13,236 4,759,116
Net assets available for plan
benefits (note 1) $1,171,711 $1,109,987 $361,131 $105,743 $1,058,924 $938,384 $13,236 $4,759,116
See accompanying notes to financial statements.
</TABLE>
<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>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1994
<CAPTION>
Company Stock Company Stock Money Stable Inter-
Fund-Employer Fund-Participant Market Bond Asset national Balanced
Contributions Contributions Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Fund balances, December 31, 1993 $ 937,617 $ 909,337 $130,204 $100,247 $706,844
Investment income:
Net appreciation (depreciation)
in fair value of investments
(note 3) 1,173 89,648 (4,241) $ (851) $ (2,747) (28,061)
Interest 1,402 133 824 41 14,502 711 522
Dividends 1,191 1,255 32,728
Contributions:
Employer 287,415
Participant 130,575 23,977 19,383 94,243 74,582 425,285
Benefits paid to participants
(note 1) (55,896) (42,206) (1,337) (298) (30,011) (1,949) (40,195)
Interfund transfers, net 22,500 (153,668) (116,323) 283,248 33,891 (38,199)
Fund balances, December 31, 1994 $1,171,711 $1,109,987 $ -0- $ -0- $361,131 $105,743 $1,058,924
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits, Continued
Year ended December 31, 1994
<CAPTION>
Growth Loan
Fund Fund Total
<S> <C> <C> <C>
Fund balances, December 31, 1993 $604,534 $ 1,972 $3,390,755
Investment income:
Net appreciation (depreciation)
in fair value of investments
(note 3) (5,471) 49,450
Interest 429 461 19,025
Dividends 5,954 41,128
Contributions:
Employer 287,415
Participant 406,137 1,174,182
Benefits paid to participants
(note 1) (30,947) (202,839)
Interfund transfers, net (42,252) 10,803 -0-
Fund balances, December 31, 1994 $ 938,384 $ 13,236 $4,759,116
</TABLE>
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.
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.
NOTES TO FINANCIAL STATEMENTS, Continued
3. DESCRIPTION OF PLAN, 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, 1994, the number of employees participating
by investment direction was:
Stable Asset Fund 135
International Fund 80
Balanced Fund 269
Growth Fund 224
Company Stock Fund 383
6. PLAN AMENDMENTS:
On September 15, 1994, the Plan was amended (1) to modify
the definition of compensation and to limit the amount of
compensation that may be taken into account as required by
current law, (2) to revise provisions regarding time of
benefit payment, and (3) to comply with the current law
regarding direct rollover of plan distributions.
On October 31, 1994, the Plan was amended to permit
participants to direct the investment of funds previously
required to be invested in the Jacor Stock Fund.
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. As a result of the restructuring the
Jacor Communications, Inc. Retirement Plan received 137,074
warrants to purchase the Company common stock. After the
receipt of the warrants, the Company determined that the
Department of Labor could view the receipt of the warrants
as a prohibited transaction under ERISA. On October 17,
1994, the Company filed an Application for Prohibited
Transaction Exemption with the Department of Labor. The
Application is being reviewed by the Department of Labor,
but has not yet been granted.
8. RECONCILIATION TO FORM 5500
Department of Labor regulations require that differences
between the amounts included in the financial statements of
the Plan and reported on Form 5500 be disclosed. Amounts
allocated to accounts of persons who have elected to
withdraw from the Plan but have not yet been paid as of
December 31, 1994 and 1993, in the amounts of $72,200 and
$26,000, respectively, are reported as a liability on Form
5500 but not in these financial statements prepared in
conformity with generally accepted accounting principles.
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Item 27a - Schedule of Investments
December 31, 1994
<CAPTIO>
Number of
Shares or
Principal Current
Name of Issuer and Title of Issue Amount Cost Value
<S> <C> <C> <C>
Temporary Cash Investments 59,611 $ 59,611 $ 59,611
* Jacor Communications, Inc.
Common Stock 100,409 3,258,729 1,330,419
* Jacor Communications, Inc.
Common Stock Purchase Warrants 120,756 928,372
Mutual Funds:
CIGNA Guaranteed Long Term Account 361,131 361,131 361,131
American Funds EuroPacific
Growth Fund 4,307 94,602 91,013
American Funds American
Balanced Fund 87,127 1,087,234 1,045,529
American Funds The Growth
Fund of America 36,420 927,186 929,805
Total Mutual Funds 5,788,493 4,745,880
Loans to participants 13,236 13,236
GRAND TOTAL $5,801,729 $4,759,116
* Person known to be a party-in-interest to the Plan.
</TABLE>
<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 Column
A B C D E F G
Selling Price Expenses
Description or FMV incurred
Identity of or Purchase at date of Lease with Cost of
party involved asset Price distribution Rental Transaction asset
<S> <C> <C> <C> <C> <C> <C>
Purchases
Open Market Jacor Communications, $ 434,360 $ 434,360
Inc. Common Stock
(46 separate purchases
totaling 30,800 shares)
Open Market American Funds:
American Balanced Fund $ 429,837 $ 429,837
(25 purchases totaling
35,060 shares)
American Growth Fund $ 404,369 $ 404,369
(22 purchases totaling
15,237 shares)
CIGNA Guaranteed Long $ 372,873 $ 372,873
Term Account (22
purchases totaling
372,873 shares)
</TABLE>
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS
IN EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASSETS, CONTINUED
<CAPTION>
Column Column Column Column
A B H I
Current Value
Description of asset on
Identity of or transaction Net gain
party involved asset date or (loss)
<S> <C> <C> <C>
Purchases
Open Market Jacor Communications, $ 434,360
Inc. Common Stock
(46 separate purchases
totaling 30,800 shares)
Open Market American Funds:
American Balanced Fund $ 429,837
(25 purchases totaling
35,060 shares)
American Growth Fund $ 404,369
(22 purchases totaling
15,237 shares)
CIGNA Guaranteed Long $ 372,873
Term Account (22
purchases totaling
372,873 shares)
</TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
EXHIBIT 23
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 9, 1995, on our audits of the
financial statements of Jacor Communications, Inc. Retirement
Plan as of December 31, 1994 and 1993, and for the year ended
December 31, 1994, which report is included in this Form 11-K.
COOPERS & LYBRAND, L.L.P.
Cincinnati, Ohio
June 26, 1995
