April 12, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Office of Reports and
Information Services
RE: Definitive Proxy Statement
of Jacor Communications, Inc.
Dear Filing Officer:
Under cover of this letter, the following definitive proxy
statement of Jacor Communications, Inc. (the "Company") is
being filed with the Commission via EDGAR pursuant to Rule
101(a)(1)(iii) of Regulation S-T. The definitive proxy
statement relates to the Annual Meeting of the Company's
Stockholders scheduled for May 17, 1995. The Company will
be mailing its definitive proxy materials to its
stockholders on or about April 14, 1995.
The required filing fee of $125 has been previously paid by
the Company upon the filing of the Company's preliminary
proxy statement on March 28, 1995.
Thank you for your cooperation and assistance in this
matter.
Sincerely yours,
JACOR COMMUNICATIONS, INC.
Jon M. Berry
Senior Vice President
and Treasurer
Enclosure
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only
[as permitted by Rule 14a-6(e)(2)]
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
(Name of Registrant as Specified in its Charter)
JACOR COMMUNICATIONS, INC.
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(a):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
X Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount previously paid: $125.00
(2) Form, Schedule or Registration Statement No.:
Preliminary Proxy Statement
(3) Filing Party: Registrant
(4) Date Filed: March 28, 1995
JACOR COMMUNICATIONS, INC.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
April 14, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 Annual Meeting
of Shareholders to be held on Wednesday, May 17, 1995 at 10:30
a.m., local time, in the Skyline Room of the Terrace Hotel, 15
West Sixth Street, Cincinnati, Ohio.
The accompanying Notice of Annual Meeting and Proxy
Statement provide information concerning the proposals to be
considered and acted upon at the Annual Meeting. Also at the
Annual Meeting, we will report on the operations of the Company
during the year ended December 31, 1994.
It is important for you to exercise your voting rights as a
Shareholder regardless of the number of shares you own.
Please complete, sign, date and promptly return the Proxy in
the enclosed postage prepaid envelope. Please do so whether or
not you expect to attend the Annual Meeting and wish to vote in
person.
We look forward to receipt of your Proxy and to your
attendance at the Annual Meeting.
Sincerely,
/s/ David M. Schulte
David M. Schulte
Chairman of the Board
JACOR COMMUNICATIONS, INC.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Jacor Communications, Inc. (the "Company") will
be held on Wednesday, May 17, 1995 at 10:30 a.m., local time, in
the Skyline Room of the Terrace Hotel, 15 West Sixth Street,
Cincinnati, Ohio, for the purposes of considering and acting on
the following proposals:
1. To adopt the Jacor Communications, Inc. 1995
Employee Stock Purchase Plan described in the attached
Proxy Statement, providing for the sale of up to
200,000 shares of the Company's Common Stock to Company
employees. A copy of the Stock Purchase Plan is
attached as Annex 1 to the Proxy Statement.
2. To amend the Jacor Communications, Inc. 1993 Stock
Option Plan to increase the number of shares of the
Company's Common Stock eligible for issuance upon the
exercise of options granted under the Stock Option Plan
from 1,519,218 shares to 2,769,218 shares. A copy of
the proposed amendment to the Stock Option Plan is
attached as Annex 2 to the Proxy Statement.
3. To amend the Company's Amended and Restated
Articles of Incorporation to add a new Article Fifth to
clarify the Company's ability to purchase and redeem
its own shares as described in the attached Proxy
Statement. A copy of the proposed amendment is
attached as Annex 3 to the Proxy Statement.
4. To elect eight (8) Directors to serve until the
next annual meeting of shareholders and until their
respective successors are elected and qualified.
5. To transact such other business as may properly
come before the Annual Meeting or any adjournment or
adjournments thereof.
Holders of record of the Company's Common Stock at the close
of business on April 10, 1995 are entitled to notice of and to
vote at the Annual Meeting.
Enclosed herewith is a Proxy Statement, Proxy and Annual
Report for the year ended December 31, 1994. You are urged to
sign, date and return the enclosed Proxy promptly in the enclosed
addressed envelope, which requires no postage if mailed within
the United States.
By Order of the Board of Directors.
/s/ R. Christopher Weber
R. Christopher Weber
Cincinnati, Ohio Senior Vice President,
April 14, 1995 Chief Financial Officer and Secretary
Whether or not you plan to attend the Annual Meeting in
person, please complete, date, sign and return the enclosed
Proxy in the accompanying envelope. You may revoke your
Proxy in writing or at the Annual Meeting if you wish to
vote in person.
JACOR COMMUNICATIONS, INC.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
PROXY STATEMENT
Annual Meeting of Shareholders to be held on May 17, 1995
The Board of Directors of Jacor Communications, Inc. (the
"Company") is soliciting the enclosed Proxy for use at the Annual
Meeting of Shareholders to be held on May 17, 1995 and at any
adjournments thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying Proxy are first being mailed to
Shareholders on or about April 14, 1995. The record date for
purposes of determining those Shareholders entitled to notice of
and to vote at the Annual Meeting has been fixed by the Board of
Directors as April 10, 1995 (the "Record Date").
As of April 10, 1995, there were outstanding 19,616,279
shares of the Company's Common Stock, and each such share is
entitled to one vote, either in person or by proxy, on each
matter of business to be considered at the Annual Meeting;
provided, however, that with respect to the election of
directors, each Shareholder may be entitled to cumulate his votes
in the manner described below under "Election of Directors." A
majority of the outstanding shares entitled to vote at the Annual
Meeting will constitute a quorum.
All properly executed proxies received pursuant to this
solicitation (and not revoked before they are voted) will be
voted as designated at the Annual Meeting, and those not
designated will be voted FOR each proposal set forth herein, FOR
the director nominees named herein and, in the proxy holders'
best judgment, on any other matter that may properly come before
the Annual Meeting. Any Shareholder giving the enclosed Proxy
may revoke it at any time before it is voted by giving to the
Company notice of its revocation, in writing or in open meeting,
or a duly executed proxy bearing a later date.
The expense of this solicitation, which will include the
cost of preparing, assembling and mailing the Notice, Proxy
Statement and Proxy, will be borne by the Company. Proxies will
be solicited primarily by mail but may also be solicited through
personal interview, telephone and telecopy by directors, officers
and regular employees of the Company, without special
compensation therefor. The Company expects to reimburse banks,
brokers and other persons for their reasonable out-of-pocket
expenses in handling proxy materials for beneficial owners of the
Company's Common Stock.
The Company's Annual Report for the year ended December 31,
1994, including financial statements, is mailed with this Proxy
Statement.
PROPOSAL NO. 1
PROPOSAL TO ADOPT 1995 EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors of the Company, at its meeting on
October 30, 1994, adopted the Jacor Communications, Inc. 1995
Employee Stock Purchase Plan (the "Stock Purchase Plan"), subject
to approval of the Company's Shareholders. The Stock Purchase
Plan provides eligible employees with an opportunity to purchase
Company Common Stock through payroll deductions. The Stock
Purchase Plan is intended as an employment incentive, to
encourage their continued employment with the Company and to
provide them with additional incentives to promote the success of
the Company.
Shares Reserved for the Stock Purchase Plan
The Stock Purchase Plan provides eligible employees of the
Company with a means to purchase up to 200,000 shares of the
Company's Common Stock at a discount, subject to adjustments
under certain circumstances such as stock splits, stock
dividends, recapitalization or other changes in the outstanding
Common Stock. The reserved shares consist of authorized but
unissued Common Stock or shares of Common Stock reacquired by the
Company, including any shares purchased by the Company in the
open market. In the event such shares would be purchased on the
open market, the Company will bear all brokerage costs and will
pay any difference between the actual stock purchase price and
the amount paid by employees under the Stock Purchase Plan.
Eligible Employees
Any person who is employed by the Company on the first day
of each calendar year (a "Plan Year") and has timely completed an
enrollment form for that Plan Year is eligible to participate in
the Plan; provided, however, that no employee who after the grant
of options under the Plan owns shares possessing 5% or more of
the total combined voting power or value of all classes of shares
of the Company or its parent, if any, or any subsidiary
corporation, after taking into account outstanding options and
certain attribution rules, shall be eligible to receive an
option. Approximately 650 employees were eligible to participate
in the Stock Purchase Plan as of January 1, 1995.
Material Features of the Stock Purchase Plan
The complete text of the Stock Purchase Plan is attached as
Annex 1 to this Proxy Statement. The following summary does not
purport to be complete and is qualified in its entirety by
reference to Annex 1.
The Stock Purchase Plan authorizes the grant of options to
purchase Common Stock to eligible participating employees at the
beginning of each Plan Year. The option exercise price is
payable by the employee through automatic payroll deductions
during the Plan Year, which deductions may not be less than $10
or more than 10% of his or her base pay. No employee may
subscribe for or receive options to purchase shares of Common
Stock with an aggregate Fair Market Value of $25,000 or more in
any Plan Year.
The purchase price for each share of Common Stock subject to
an option granted under the Stock Purchase Plan will be the
lesser of (i) 85% of the Fair Market Value of the Common Stock on
the first business day of the Plan Year (or such other date as
determined by the plan administrator) (the "Offering Date"), or
(ii) 85% of the Fair Market Value of the Common Stock on the last
business day of the Plan Year. "Fair Market Value" is defined in
the Plan as the closing price for the Common Stock on a national
stock exchange or, if the stock is not traded on an exchange, the
last sale price for the Common Stock as reported on the National
Association of Securities Dealers Automated Quotation System.
On the Offering Date, each eligible employee who elects to
participate in an offering receives an option to purchase the
number of shares of Common Stock that he or she will be able to
purchase with the payroll deduction credited to his or her
account during such Plan Year. These options will be
automatically exercised as of the last business day of the Plan
Year.
Subject to certain limitations set forth in the Stock
Purchase Plan, an employee is permitted, at any time prior to the
end of the Plan Year, to terminate or to withdraw all of the
amount in his or her account, without interest. Upon the
termination of the employee's employment with the Company prior
to the last day of a Plan Year for any reason other than death,
disability or retirement, the employee's only right will be to
receive the amount of cash that is in his or her account, without
interest. If an employee's employment is terminated by reason of
retirement, death or disability prior to the end of the current
Plan Year, he or she will have the right within 90 days
thereafter, to elect to have the balance of his or her account
either paid to him or her in cash or applied at the end of the
current Plan Year toward the purchase of Common Stock. Other
than as set forth in this paragraph, an employee may not change
the amount of his or her payroll deductions during a Plan Year.
The Stock Purchase Plan may be amended from time to time by
the Board of Directors; provided, however, that no amendment will
be effective without the prior approval of the Shareholders to
increase the aggregate number of shares to be issued under the
Plan, change the class of employees eligible to receive options,
or if approval is required to comply with Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Stock Purchase Plan may be terminated at any time by the
Board of Directors.
Federal Income Tax Consequences
The Stock Purchase Plan is intended to qualify as an
employee stock purchase plan under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"), such that the
transfer of a share of Common Stock to an employee pursuant to
the Plan will generally be entitled to the benefits of Section
421(a) of the Code. Under that Section, an employee will not be
required to recognize income at the time the option is granted or
at the time the option is exercised. The Company will not be
entitled to any deduction with respect to the Stock Purchase
Plan, except in connection with a disqualifying disposition (as
discussed below).
When a Plan participant disposes of Common Stock acquired
under the Plan (or in the event of the death of the employee
while owning such Common Stock whether or not the holding period
requirements are met), he or she will recognize compensation
income (taxed as ordinary income) in an amount equal to the
lesser of (i) the excess of the fair market value of the Common
Stock at the time of such disposition or death over the amount
paid for the Common Stock, or (ii) the excess of the fair market
value of the Common Stock on the date the option was granted over
an amount equal to 85% of the fair market value of the Common
Stock on the date the option was granted. Any additional gain or
any loss resulting from the disposition will be taxed as long-
term capital gain or loss.
In order to receive such favorable tax treatment, the Code
requires that the employee make no disposition of the Common
Stock within two years from the date the option was granted nor
within one year from the date the option was exercised and the
Common Stock transferred to him or her. If an employee disposes
of Common Stock acquired under the Plan before the expiration of
these holding periods, the employee will recognize ordinary
income in an amount equal to the excess of the fair market value
of the Common Stock on the date the option was exercised over the
option price. The amount recognized as ordinary income will
increase the employee's basis in such shares. Any gain or loss
resulting from the disposition will be taxed as capital gain or
loss. At the time of such a disqualifying disposition, the
Company would be allowed a deduction equal to the amount included
in the employee's income as ordinary income.
Options to be Granted under the Stock Purchase Plan
Subject to shareholder approval of the Stock Purchase Plan,
the Company has conditionally approved option grants thereunder
for an aggregate of 49,000 shares of Common Stock to
participating eligible employees. As described above, the
exercise price of these options will be the lower of 85% of the
closing sale price of the Company's Common Stock as reported on
The Nasdaq National Market on December 29, 1995 or $10.84 (i.e.,
85% of $12.75, the closing sale price on January 3, 1995). These
options will be exercised automatically on December 29, 1995.
The last reported sale price of the Company's Common Stock on The
Nasdaq National Market on April 10, 1995 was $13.50.
The following table sets forth the number of options
conditionally granted under the Stock Purchase Plan to the named
executives, all executive officers of the Company as a group, and
all employees other than executive officers as a group. Non-
employee directors are not eligible to participate in the Stock
Purchase Plan.
NEW PLAN BENEFITS
1995 Employee Stock Purchase Plan
Number of Dollar
Name and Principal Position Options Granted Value($)(1)
Randy Michaels
President and Co-Chief
Operating Officer 923 $ 1,763
Robert L. Lawrence
Co-Chief Operating Officer 1,959 3,742
R. Christopher Weber
Senior Vice President,
Chief Financial Officer
and Secretary 1,619 3,092
Jon M. Berry
Senior Vice President
and Treasurer 0 0
Executive Group (4 persons) 4,501 8,597
Non-Executive Officer
Employee Group
(218 participating employees) 44,390 84,785
(1) Computed as the difference between $12.75, the last
reported sale price on the option grant date, and $10.84,
the discounted stock option price, times the number of
options. If the market value of the Common Stock is greater
than $12.75 on the exercise date, the value to the Plan
participants will increase accordingly.
The proposal to adopt the Stock Purchase Plan in the form
attached to this Proxy Statement as Annex 1 will be submitted to
the Shareholders for adoption at the Annual Meeting. Adoption of
this proposal requires an affirmative vote by the holders of a
majority of the oustanding Common Stock. Proxies received by the
Company and not revoked prior to or at the Annual Meeting will be
voted FOR proposal No. 1 and the adoption of the Stock Purchase
Plan. Abstentions and shares not voted by brokers and other
beneficial owners will have the same effect as votes cast against
Proposal No. 1.
The Board of Directors has adopted the Stock Purchase Plan
and recommends that the Company's Shareholders vote FOR Proposal
No. 1.
PROPOSAL NO. 2
PROPOSAL TO AMEND THE 1993 STOCK OPTION PLAN
The Board of Directors of the Company, at its meeting on
January 25, 1995, approved an amendment to the Jacor
Communications, Inc. 1993 Stock Option Plan (the "1993 Plan").
The 1993 Plan was originally adopted by the Company's
Shareholders at the 1993 Annual Meeting. The 1993 Plan permits
the granting of incentive stock options and non-qualified stock
options to key employees of the Company and its subsidiaries for
the purchase of up to 1,519,218 shares of the Company's Common
Stock. Approximately 30 employees of the Company and its
subsidiaries are eligible to participate in the 1993 Plan, four
of whom are executive officers of the Company. Non-employee
directors of the Company are not eligible to participate in the
1993 Plan.
At December 31, 1994, there were 87,618 remaining shares of
Common Stock available for issuance upon the grant of additional
options under the 1993 Plan. The purpose of amending the 1993
Plan is to increase the number of shares eligible for issuance
thereunder by 1,250,000 shares to an aggregate of 2,769,218
shares. The proposed amendment to the 1993 Plan will not result
in any new plan benefits to the Company's directors, executive
officers or other employees, other than providing them with an
opportunity to acquire additional stock options.
The purpose and intent of the 1993 Plan is to provide key
employees of the Company and its subsidiaries with an incentive
to increase their efforts promoting the success and progress of
the Company and the value of the investment of its shareholders
to enable the Company to continue to attract and retain highly
qualified managerial and station personnel to fulfill positions
of responsibility in all areas of the Company. The Board of
Directors believes that the 1993 Plan accomplishes these results.
The proposal to approve and adopt the proposed amendment to
the 1993 Plan is contained in the resolution attached to this
Proxy Statement as Annex 2 and will be submitted to the
Shareholders for adoption at the Annual Meeting. Adoption of
this proposal requires an affirmative vote by the holders of a
majority of the outstanding Common Stock. Proxies received by
the Company and not revoked prior to or at the Annual Meeting
will be voted FOR proposal No. 2 and the adoption of the
amendment to the 1993 Plan. Abstentions and shares not voted by
brokers and other benenficial owners will have the same effect as
votes cast against Proposal No. 2.
The Board of Directors has approved the proposed amendment
to the 1993 Plan and recommends that the Company's Shareholders
vote FOR Proposal No. 2.
PROPOSAL NO. 3
PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION
The Board of Directors is proposing an amendment to the
Company's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") to clarify the authority of the
Company to purchase and redeem its own shares of Common Stock or
other securities. The Company's legal counsel has advised the
Company that the provisions of the Ohio General Corporation law
set forth specific conditions under which an Ohio corporation may
purchase or redeem its own shares. One such condition is that
the corporation's articles of incorporation expressly authorize
such a purchase or redemption.
Although the Company's current Articles of Incorporation
contemplate that the Company would be able to purchase and redeem
its own shares, such right is not explicit. In order to remove
any ambiguity as to the Company's legal authority to purchase or
redeem its own shares from time to time, the Board of Directors
is proposing that the Articles of Incorporation be amended to add
a new Article Fifth empowering the Company to purchase or redeem
its shares upon the affirmative vote of a majority of the
Company's Board of Directors.
The Company announced in May, 1994 that its Board of
Directors had approved the repurchase of up to 1,000,000 shares
of the Company's Common Stock in the open market, but no such
repurchases have been made to date. The Company may make such
repurchases, or authorize other purchases or redemptions of its
shares, in the future although the Company has no definitive
plans to do so as of the date of this Proxy Statement.
Accordingly, the resolution attached to the Proxy Statement
as Annex 3 to amend the Company's Articles of Incorporation to
add a new Article Fifth will be submitted to the Shareholders for
adoption at the Annual Meeting. Ohio law requires the affirmative
vote by the holders of two thirds of the outstanding Common
Stock. Proxies received by the Company and not revoked prior to
or at the Annual Meeting will be voted FOR proposal No. 3 and the
adoption of the amendment to the Company's Articles of
Incorporation. Abstentions and shares not voted by brokers and
other beneficial owners will have the same effect as votes cast
against Proposal No. 3.
The Board of Directors has approved the proposed amendment
to the Company's Articles of Incorporation and recommends that
the Company's Shareholders vote FOR Proposal No. 3.
ELECTION OF DIRECTORS
The Company's Code of Regulations currently provides that
the Board of Directors of the Company shall consist of a minimum
of five and a maximum of fifteen members. In accordance with the
Code of Regulations, the Board of Directors has established the
current number of Directors of the Company as nine, but will be
reduced to eight members effective as of the date of the Annual
Meeting. One of the Company's Directors, Samuel Zell, informed
the Company that he did not desire to stand for re-election due
to the substantial time commitments required of him by his
numerous other business activities. At the Annual Meeting, eight
Directors will be elected and will hold office until the next
annual meeting of shareholders and until their respective
successors are duly elected and qualified. The Board of
Directors has nominated the eight incumbent Directors other than
Mr. Zell for election by the Shareholders at the Annual Meeting.
It is the intention of the persons named as proxy holders in
the Proxy to vote for the election of all nominees named. If any
nominee shall be unable to serve, which is not now contemplated,
the proxies will be voted for such substitute nominee as the
Board of Directors recommends.
Ohio law, under which the Company is incorporated, does not
require a minimum number of votes for the election of a director,
and those nominees receiving the greatest number of votes will be
elected as Directors. Thus, abstentions and shares not voted by
brokers and other entities holding shares on behalf of the
beneficial owners will have no effect in the election of
Directors.
Under Ohio law, any Shareholder entitled to vote at the
Annual Meeting may give written notice to the President, a Vice
President, or the Secretary of the Company not less than forty-
eight (48) hours before the Annual Meeting that cumulative voting
for the election of Directors is desired. If the Chairman or the
Secretary announces the receipt of such notice upon the convening
of the Annual Meeting, each Shareholder shall have the right to
cumulate his or her voting power in voting for the Company's
Directors.
Under cumulative voting, each Shareholder entitled to vote
at the Annual Meeting would have an aggregate number of votes
equal to the number of Directors to be elected multiplied by the
number of shares of Common Stock of the Company held by such
Shareholder on the Record Date. The resulting aggregate number
of votes may be cast by such Shareholder for the election of any
single nominee standing for election, or such Shareholder may
distribute such votes among any number or all of the nominees.
The nominees receiving the highest number of votes will be
elected to the Board of Directors for the term specified. The
proxies being solicited pursuant to this Proxy Statement may be
voted cumulatively for less than the entire number of nominees if
any situation arises which, in accordance with the proxy holders'
best judgment, makes such action necessary or desirable.
The following table sets forth, with respect to each nominee
for Director of the Company, his or her age, principal occupation
during the past five years, other positions he or she holds with
the Company, if any, and the year in which he or she first became
a Director of the Company. Each of the nominees is currently a
Director of the Company.
Year First
Name, Age and Principal Occupation Became
During Past Five Years Age Director
DAVID M. SCHULTE - Founder and Managing 48 1993
General Partner of Chilmark Partners,
a merchant banking firm that has specialized
in providing corporate and investment banking
advice to companies on the restructuring
of their businesses in conjunction with
recapitalizations. Since 1984, Mr. Schulte's
principal occupation has been his position as
managing general partner of Chilmark Partners and,
since mid-1990, his positions with Zell/Chilmark
and its general partner, ZC Limited Partnership.
Mr. Schulte is a member of the boards of directors
of Revco D.S., Inc., Broadway Stores, Inc.,
Sealy Corporation, and Santa Fe Energy Resources.
JOHN W. ALEXANDER - A Managing Partner of 47 1993
Meringoff Equities, and a Managing Partner of
Mallard Creek Capital Partner, since 1987. Both
are private real estate and investment partnerships.
Mr. Alexander is also a Trustee of Equity
Residential Properties Trust, a real estate
investment trust.
ROD F. DAMMEYER - President and Chief Executive 54 1993
Officer of Itel Corporation, a Chicago-based
distribution and financial services company.
Mr. Dammeyer has been President of Itel
Corporation since 1985 and Chief Executive
Officer since 1993; and he has been President,
Chief Executive Officer and Director of Great
American Management and Investment, Inc., a
diversified manufacturing company, since
February, 1994. Mr. Dammeyer is a member of
the boards of directors of Revco D.S., Inc.;
Santa Fe Energy Resources, Inc.; Lomas Financial
Corporation; Capsure Holdings Corp; Falcon
Building Products, Inc.; The Vigoro Corporation;
and ANTEC Corporation. Mr. Dammeyer is a
trustee of several VanKampen American Capital,
Inc. trusts.
Year First
Name, Age and Principal Occupation Became
During Past Five Years Age Director
F. PHILIP HANDY - President of Winter Park 50 1993
Capital Company, a private investment firm,
since 1980. Mr. Handy is a director of
Itel Corporation; Great American Management
and Investment, Inc.; Q-Tel, S.A. de C.V.;
and Banca Quadrum, S.A. (formerly Servicios
Financieros Quadrum, S.A.).
MARC LASRY - Executive Vice President of Amroc 35 1993
Investments, Inc., a private investment firm,
since 1990. Mr. Lasry was the Director and
Senior Vice President of the corporate
reorganization department of Cowen & Co., a
privately-owned brokerage firm, from 1987 to
1989. From January, 1989 to September, 1990,
he was a portfolio manager for Amroc
Investments, L.P., a private investment fund.
ROBERT L. LAWRENCE - Co-Chief Operating 42 1993
Officer of the Company. Mr. Lawrence has
served as an officer of the Company since 1986.
RANDY MICHAELS - President and Co-Chief 42 1993
Operating Officer of the Company. Mr. Michaels,
whose legal name is Benjamin L. Homel, has
served as an officer of the Company since 1986.
Year First
Name, Age and Principal Occupation Became
During Past Five Years Age Director
SHELI Z. ROSENBERG - President and a member 53 1994
of the law firm of Rosenberg & Liebentritt,
P.C. since 1980. Mrs. Rosenberg is also
Chief Executive Officer, President and a
director of Equity Financial and Management
Company and its parent successor Equity Group
Investments, Inc., a privately owned and
affiliated investment and management company.
She is also a director, Vice President and
Assistant Secretary of Great American
Management and Investment, Inc. ("GAMI") and
of Capsure Holdings Corp., an affiliate of
GAMI, and a trustee of Equity Residential
Properties Trust, a real estate investment
trust. Mrs. Rosenberg is also a director of
American Classic Voyages Co., CFI Industries,
Inc., Eagle Industries, Inc., Itel Corporation,
Revco D.S., Inc. and The Vigoro Corporation.
Mrs. Rosenberg was a Vice President of Madison
Management Group, Inc., which filed a petition
under the federal bankrukptcy laws on November
8, 1991. First Capital Benefits Administrators,
Inc., a wholly owned indirect subsidiary of
GAMI, also filed a federal bankruptcy petition
on January 3, 1995.
There are no family relationships among any of the above-named
nominees for Director nor among any of the nominees and any
executive officers of the Company.
BOARD OF DIRECTORS, ITS
COMMITTEES, MEETINGS AND FUNCTIONS
During the year ended December 31, 1994, the Board of
Directors held four regularly scheduled meetings. Each Director
attended or participated in at least 75% of the meetings of the
Board of Directors and all Committees on which he or she served
in 1994, with the exception of Messrs. Dammeyer and Zell.
Standing committees of the Board of Directors include a
Compensation Committee and an Audit Committee. The Board of
Directors does not have a Nominating Committee.
In 1994, the Compensation Committee consisted of four
Directors, Messrs. Zell, Schulte, Dammeyer and Handy. The
Compensation Committee determines stock option grants to
executive officers and other key employees, as well as reviews
salaries, bonuses, and other elements of compensation of
executive officers and makes recommendations to the Board of
Directors. The Compensation Committee held one meeting during
1994. In 1995, the Compensation Committee will consist of three
Directors, Messrs. Schulte, Dammeyer and Handy.
In 1994, the Audit Committee consisted of three Directors,
Messrs. Zell, Schulte and Dammeyer. The Audit Committee reviews
the financial statements of the Company, consults with the
Company's independent auditors and considers such other matters
with respect to the internal and external audit of the financial
affairs of the Company as may be necessary or appropriate in
order to facilitate accurate financial reporting. The Audit
Committee held one meeting during 1994. In 1995, the Audit
Committee will consist of three Directors, Messrs. Schulte and
Dammeyer and Mrs. Rosenberg.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Principal Shareholders and Management
The following table sets forth, as of April 10, 1995, the
number of shares and percentage of the Company's Common Stock
beneficially owned by each person who is known to the Company to
be the beneficial owner of more than 5% of the Company's Common
Stock, by each of the Company's Directors and nominees for
election as Directors, by the Company's executive officers, and
by all of the Company's executive officers and Directors as a
group.
Amount and
Nature of Percent
Beneficial of
Name of Beneficial Owner Ownership(1) Class(2)
5% or More Beneficial Owners
Zell/Chilmark Fund L.P. 13,349,720(3) 66.10%
Management
John W. Alexander 28,000(4) *
Rod F. Dammeyer 28,000(5) *
F. Philip Handy 38,000(6) *
Marc Lasry 18,000(4) *
Robert L. Lawrence 353,854(7) 1.77%
Randy Michaels 532,762(8)(9) 2.66%
Sheli Z. Rosenberg 0 *
David M. Schulte 13,349,720(10) 66.10%
Samuel Zell 13,349,720(10) 66.10%
R. Christopher Weber 376,960(9)(11) 1.90%
Jon M. Berry 226,820(9)(12) 1.15%
All executive officers
and directors as a
group (11 persons) 14,509,786(13) 68.42%
* Less than 1%
(1) The Securities and Exchange Commission (the "Commission")
has defined beneficial ownership to include sole or shared
voting or investment power with respect to a security or the
right to acquire beneficial ownership of a security within
60 days. The number of shares indicated are owned with sole
voting and investment power unless otherwise noted and
includes certain shares held in the name of family members,
trusts and affiliated companies as to which beneficial
ownership may be disclaimed. The number of shares indicated
includes shares of Common Stock issuable pursuant to options
granted under the Company's 1993 Stock Option Plan and which
have vested.
(2) Under rules promulgated by the Commission, any securities
not outstanding that are subject to options or warrants
exercisable within 60 days are deemed to be outstanding for
the purpose of computing the percentage of the class owned
by such person but are not deemed to be outstanding for the
purpose of computing the percentage of the class owned by
any other person.
(3) The address of Zell/Chilmark Fund L.P. ("Zell/Chilmark") is
Two North Riverside Plaza, Suite 1500, Chicago, Illinois
60606. Zell/Chilmark is a Delaware limited partnership
controlled by Samuel Zell and David M. Schulte, Directors of
the Company, as follows: the sole general partner of
Zell/Chilmark is ZC Limited Partnership ("ZC Limited"); the
sole general partner of ZC Limited is ZC Partnership; the
sole general partners of ZC Partnership are ZC, Inc. and CZ,
Inc.; Mr. Zell is the sole shareholder of ZC, Inc.; and Mr.
Schulte is the sole shareholder of CZ, Inc. Of the shares
beneficially owned by Zell/Chilmark, 629,117 are shares
issuable pursuant to warrants owned by Zell/Chilmark.
(4) Includes vested options to purchase 8,000 shares.
(5) Includes vested options to purchase 8,000 shares. Mr.
Dammeyer indirectly shares beneficial ownership of an 80%
limited partnership interest in ZC Limited. See Note (3)
above.
(6) Includes vested options to purchase 8,000 shares. Mr. Handy
indirectly shares beneficial ownership of an 80% limited
partnership interest in ZC Limited. See Note (3) above.
(7) Includes vested options to purchase 348,655 shares and 3,556
shares issuable pursuant to warrants. Of the shares
indicated, 637 shares (including 481 shares issuable
pursuant to warrants) are owned by members of Mr. Lawrence's
family.
(8) Includes 126,952 shares issuable pursuant to warrants and
vested options to purchase 302,720 shares. The number of
shares indicated includes shares and warrant shares held as
co-trustee under the Jacor Communications, Inc. Retirement
Plan (the "Retirement Plan"). See Note (9) below. Also
includes 15 shares and 58 warrants owned by Mr. Michaels'
wife, as to which Mr. Michaels disclaims beneficial
ownership. Does not include 300,000 shares subject to a
contingent right of acquisition held by a corporation owned
by Mr. Michaels. See "Certain Relationships and Related
Transactions".
(9) Includes 221,165 shares (including 120,756 shares issuable
pursuant to warrants) held under the Retirement Plan with
respect to which Messrs. Michaels, Weber and Berry as co-
trustees, share voting and investment power. Of these
221,165 shares, 8,455 shares (including 5,022 shares
issuable pursuant to warrants) are beneficially owned by the
named executives.
(10) All shares beneficially owned by Zell/Chilmark (See Note (3)
above) are included in the shares beneficially owned by
Messrs. Zell and Schulte. The address of Mr. Schulte is Two
North Riverside Plaza, Suite 1500, Chicago, Illinois 60606.
The address of Mr. Zell is Two North Riverside Plaza, Suite
600, Chicago, Illinois 60606. Mr. Schulte indirectly shares
beneficial ownership of a 20% limited partnership interest
in ZC Limited, and Mr. Zell indirectly shares beneficial
ownership of an 80% limited partnership interest in ZC
Limited.
(11) Includes 120,820 shares issuable pursuant to warrants and
vested options to purchase 155,715 shares. The number of
shares indicated includes shares and warrant shares held as
co-trustee under the Retirement Plan. See Note (9) above.
(12) Includes 120,959 shares issuable pursuant to warrants and
vested options to purchase 5,400 shares. The number of
shares indicated includes shares and warrant shares held as
co-trustee under the Retirement Plan. See Note (9) above.
(13) Includes 639,136 shares issuable pursuant to warrants,
vested options to purchase 844,490 shares and 221,165 shares
(including 120,756 shares issuable pursuant to warrants not
included in the 639,136 above) held under the Retirement
Plan.
Reports of Changes in Beneficial Ownership
Section 16 of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder require the
Company's Directors, executive officers and 10% or more
beneficial owners to file certain reports with the Securities and
Exchange Commission regarding changes in beneficial ownership by
such persons in the Company's securities. One of the Company's
Directors, Samuel Zell, filed one late report in January, 1995
which report had been due in April, 1994, relating to the
termination of his beneficial interest in 2,000 shares of the
Company's Common Stock owned by his former spouse.
EXECUTIVE COMPENSATIONN
The following table sets forth certain information concerning
compensation paid or awarded to or earned by the Company's Co-
Chief Operating Officers and each of the Company's other two most
highly compensated executive officers (the "named executives")
during each of the last three fiscal years.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation
Annual Compensation(1) Awards All Other Com-
Salary(2) Bonus Stock Options pensation(3)
Name and Principal Position Year ($) ($) (# shares) ($)
<S> <C> <C> <C> <C> <C>
Randy Michaels 1994 $269,993 $142,000 - $ 2,250
President and Co-Chief 1993 247,116 231,000 378,400 3,418
Operating Officer 1992 237,500 - - 3,288
Robert L. Lawrence 1994 264,430 140,000 - 2,250
Co-Chief Operating Officer 1993 247,116 231,000 442,710 3,707
1992 237,500 - - -
R. Christopher Weber 1994 171,892 98,000 - 2,250
Senior Vice President, 1993 148,654 138,600 200,000 2,230
Chief Financial Officer 1992 115,000 5,000 - 1,800
and Secretary
Jon M. Berry 1994 119,584 28,784 - 2,250
Senior Vice President 1993 111,648 65,000 14,800 1,564
and Treasurer 1992 109,225 - - 1,638
</TABLE>
[FN]
(1) Does not include perquisites and other personal benefits
because the aggregate amount of such compensation in each
year for each named executive did not exceed the lesser of
$50,000 or 10% of his total salary and bonus reported for
that year.
(2) Includes amounts deferred at the election of the recipient
under the Company's Retirement Plan.
(3) The amounts shown in this column represent matching Company
contributions under the Company's Retirement Plan.
Stock Option Grants in Last Calendar Year
The Company made no stock option grants to the named executive
officers during the year ended December 31, 1994.
Option Exercises and Year-End Option Values
The following table sets forth information concerning the fiscal
year end values of all unexercised stock options to the named
executive officers as of December 31, 1994. The named executive
officers exercised no stock options in 1994.
<TABLE>
<CAPTION>
Shares Number of Unexercised Value of Unexercised
Acquired Options at Fiscal Year- In-The-Money Options at
on Value End Fiscal Year-End (2)
Name Exercise(#) Realized(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Randy Michaels 0 - 227,040 151,360 $1,678,961 $1,046,654
Robert L. Lawrence 0 - 254,601 188,109 1,879,605 1,300,774
R. Christopher Weber 0 - 111,429 88,571 821,553 612,469
Jon M. Berry 0 - 8,880 5,920 65,668 40,937
</TABLE>
[FN]
(1) Value is calculated by determining the difference between the per share
exercise price and the per share fair market value of the stock as of
the exercise date, multiplied by the number of shares acquired upon the
exercise of the options.
(2) The value of unexercised options is calculated by determining the
difference between $13.25 per share, the last reported sale price of the
Common Stock on the Nasdaq National Market on December 31, 1994, and the
exercise price of the option as of such date, multiplied by the number
of shares subject to options.
Compensation Committee Report
The report of the 1994 Compensation Committee with respect
to 1994 executive compensation is as follows:
The primary function of the Compensation Committee, which
consists entirely of non-employee directors, is to oversee
policies relating to executive compensation including salary,
incentive bonuses, fringe benefits and stock option awards. Its
objective is to attract and retain qualified individuals by
providing competitive compensation, while, at the same time,
linking such compensation to corporate objectives. The Committee
believes that providing a direct relationship between corporate
results and executive compensation will best serve shareholder
interests.
This link between executive compensation and corporate
performance is facilitated through incentive bonuses based on
earnings and also through stock option awards. The Committee may
grant stock options to individuals to create additional economic
incentives for these individuals to achieve improved corporate
performance goals so that they can thereby participate in any
resultant increases in shareholder value. The options are
exercisable at the fair market value of the stock on the date of
grant and therefore only provide benefits to the grantee if
shareholder value increases through the increase in share price.
The compensation of each executive officer is reviewed
annually by the Compensation Committee. It is the Compensation
Committee's policy to establish base salaries for its executives
at levels that it perceives are fair and competitive with those
of executives with similar responsibilities at companies that are
considered to be comparable in terms of assets, net worth,
revenue, operating cash flow and/or earnings per share, based
upon such information as may be acquired by the Committee from
annual reports and proxy materials of such other companies,
business and industry publications and other sources as may be
available from time to time. Such comparisons of executive
compensation are not necessarily with the same companies included
in the indices used in the performance graph included in this
Proxy Statement given that the Company's competitors for
executive and/or broadcasting talent are not limited to the
entities included in such index.
The Compensation Committee applied the above considerations
in determining the 1994 compensation for the Company's Co-Chief
Operating Officers, Messrs. Michaels and Lawrence (the "COOs").
In March, 1994, the Compensation Committee established the base
salary levels for the COOs and the Company's other executive
officers. Consistent with the Committee's policy of establishing
competitive salary levels, each COO received approximately an
average $20,000 salary increase for 1994. The Compensation
Committee also established 1994 incentive performance targets for
all Company employees, including the executive officers, that
created the potential for significant incentive bonuses if the
Company achieved certain cash flow levels in 1994. If the
Company met or exceeded its cash flow performance targets a bonus
pool was to be created. The monies in the pool were to be
distributed 50% based upon the employee's salary in relation to
all corporate employee salaries, and 50% based upon the
Committee's subjective determinations of the employee's overall
individual performance and contributions to the Company's
achievement of the target levels.
The Company exceeded the 1994 performance targets by a
substantial margin. The Compensation Committee rewarded the COOs
accordingly by granting substantial bonuses for 1994 determined
in accordance with the incentive formula. A significant portion
of the COO bonuses was based upon the Committee's determination
that Messrs. Michaels and Lawrence were directly responsible for
much of the Company's improved 1994 results. The Compensation
Committee awarded no stock options to executive officers in 1994
in light of the substantial number of options granted in 1993.
Based on the Company's past compensation practices, the
Committee does not currently believe that Section 162(m) of the
Internal Revenue Code regarding the deductibility of executive
compensation will adversely affect the Company's ability to
obtain a tax deduction for compensation paid to its executive
officers.
1994 Compensation Committee: Rod F. Dammeyer
R. Philip Handy
David M. Schulte
Samuel Zell
Stock Performance
The following performance graph compares the Company's
cumulative shareholder returns, adjusted for stock splits and
dividends, in the Company's Common Stock, the Nasdaq Total Return
Index (US) and the Nasdaq Telecommunications Stocks Index. The
graph assumes that an investment of $100 was made on January 11,
1993 in the Company's Common Stock and in each index. Total
shareholder return is based on the increase in the price of the
stock and assumes that all dividends were reinvested.
In January, 1993, the Company consummated a complete
recapitalization and restructuring of its capital structure, bank
debt, subordinated debt and other claims and interests (the
"Restructuring"). As part of the Restructuring, all of the
Company's formerly outstanding capital stock was exchanged for
new securities of the Company, including the Common Stock which
is now outstanding and warrants to acquire Common Stock.
Accordingly, a two year comparison of cumulative shareholder
return relating to the Company's Common Stock, which was first
registered under Section 12 of the Securities Exchange Act of
1934 in connection with the Restructuring, is provided below.
CUMULATIVE SHAREHOLDER RETURN COMPARISON
[A paper copy of the performance graph is being submitted
supplementally to the Company's Branch Chief in the Division of
Corporation Finance as required by Rule 304(d) of Regulation S-T.
The data as presented in such graph is set forth below.]
Jacor Communications, Inc.
................. Nasdaq Total Return Index (US)
----------------- Nasdaq Telecommunications Stock Index
==================================================================
January 11, December 31, December 31,
1993 1993 1994
Jacor Communications, Inc. $100 $244 $225
Nasdaq Total Return Index (US) 100 114 112
Nasdaq Telecommunications Stocks Index 100 154 128
Directors Compensation
Directors who are not employees of the Company receive an annual
fee of $10,000 and a fee of $1,000 plus travel expenses for each
Board of Directors meeting attended. For each Board of Directors
meeting missed, $1,000 is deducted from the director's annual
fee.
In December, 1994, the Company granted nonqualified stock options
to purchase up to 5,000 shares of the Company's Common Stock to
each of Messrs. Alexander, Dammeyer, Handy and Lasry and to Mrs.
Rosenberg at a minimum exercise price of $12.75 per share. These
options are exercisable for ten years from the grant date and
vest 30% upon grant, 30% upon the first anniversary of the grant
date and 20% per year for each of the next two years thereafter.
The exercise price of the options that vested upon grant is
$12.75 per share, and the options that subsequently vest on each
anniversary date of the grant have an exercise price 4% greater
than the options that vested in the previous year. Once an
option vests, the exercise price for that option is fixed for the
remaining term of the option.
Compensation Committee Interlocks and Insider Participation
In 1994, Messrs, Dammeyer, Handy, Schulte and Zell were non-
employee directors of the Company and comprised the Company's
entire Compensation Committee. No executive officer of the
Company serves on any board of directors or compensation
committee of any entity which compensates any of Messrs.
Dammeyer, Handy, Schulte and Zell. As described under "Security
Ownership of Certain Beneficial Owners and Management" and
"Certain Relationships and Related Transactions", Messrs. Schulte
and Zell are the principals of Zell/Chilmark, a merchant banking
firm, which invested over $73,000,000 in capital in the Company
in the Restructuring and other transactions.
Other Securities Filings
The information contained in this Proxy Statement under the
headings "Executive Compensation-Compensation Committee Report"
and "-Stock Performance" is not, and should not be deemed to be,
incorporated by reference into any filings by the Company under
the Securities Act of 1933 or the Securities Exchange Act of 1934
that purport to incorporate other Company Securities and Exchange
Commission filings or portions thereof by reference (including
this Proxy Statement).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective January 1, 1994, a subsidiary of the Company and a
corporation wholly owned by Randy Michaels, the President of the
Company, formed a limited partnership (the "Partnership") in a
transaction whereby the Partnership now owns all of the stock of
Critical Mass Media,Inc. ("CMM") a marketing research and radio
consulting business. Mr. Michaels' corporation owns a 95%
limited partnership interest in the Partnership. The Company's
subsidiary obtained a 5% general partnership interest in exchange
for its contribution of approximately $126,000 cash to the
Partnership. The Company initiated this transaction primarily to
allow Mr. Michaels to focus his full time and energy on the
Company and its business and the Company's subsidiary is now the
sole manager of the Partnership's business.
In connection with the formation of the Partnership, the
Company agreed that Mr. Michaels' corporation has the right
between January 1, 1999 and January 1, 2000 to put its limited
partnership interest to the Partnership's general partner in
exchange for 300,000 shares of Common Stock. If the put is not
exercised by January 1, 2000, the general partner has the right
to call the limited partnership interest prior to 2001 in
exchange for 300,000 shares of Common Stock. In addition, if
certain events occur prior to January 1, 1999 including without
limitation, Mr. Michaels' termination as President of the
Company, a reduction of Mr. Michaels' annual base salary by more
than 10%, or generally any transaction by which any person or
group other than Zell/Chilmark shall become the owner of more
than 30% of the outstanding voting securities of the Company or
Zell/Chilmark fails to have its designees constitute at least a
majority of the members of the Company's Board of Directors, then
Mr. Michaels' corporation will have the right to either (a)
purchase the Company's general partnership interest at a price
generally equal to the balance of the partnership capital
account, or (b) sell its limited partnership interest to the
general partner in exchange for 300,000 shares of Common Stock.
In 1994, the Company entered into a real estate lease for
new office space for its Atlanta operations from an affiliate of
Zell/Chilmark. The annual rental rate will be approximately
$330,000. The Company believes that the terms of such lease were
negotiated at arm's length and were competitive with prevailing
market rates for similar space in the Atlanta market. During
1994, the Company also paid legal fees to the law firm of
Rosenberg & Liebentritt, P.C., of which firm Mrs. Rosenberg, a
director of the Company, is President and a member.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm of Coopers & Lybrand
L.L.P. (the "Auditors") was engaged by the Company to audit the
Company's consolidated financial statements for the year ended
December 31, 1994. It is anticipated that a representative of
the Auditors will attend the Annual Meeting for the purpose of
responding to appropriate questions. At the meeting, a
representative of the Auditors will be afforded an opportunity to
make a statement if the Auditors so desire. The Audit Committee
has recommended that the Auditors be retained as the Company's
principal accounting firm for 1995.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Shareholders may submit proposals to be voted on at the 1996
Annual Meeting of Shareholders. At the time any such proposal is
submitted, the proponent must be a record or beneficial owner of
at least 1% or $1,000 in market value of the Company's shares
entitled to vote on the proposal and must have held such shares
for at least one year and continue to own such shares through the
date of the 1996 Annual Meeting. In order for a Shareholder
proposal to be included in the proxy statement and form of proxy
for the 1996 Annual Meeting of Shareholders, the proposal must be
received at the Company's principal executive offices not later
than December 1, 1995 and must otherwise comply with applicable
requirements established by the Securities and Exchange
Commission.
GENERAL
The Board of Directors knows of no business to be transacted
at the Annual Meeting other than that set forth in the
accompanying Notice of Annual Meeting. If, however, other
matters requiring a vote of Shareholders properly come before the
meeting, it is intended that the persons designated in the
accompanying Proxy to vote the shares of Common Stock represented
thereby will do so in accordance with their best judgment on such
matters. If a Shareholder specifies a different choice on the
Proxy, his or her shares of Common Stock will be voted in
accordance with the specification so made.
Upon receipt of a written request from any Shareholder, the
Company will mail, at no charge to the Shareholder, a copy of the
Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the Company's most recent fiscal
year. Written requests for such report should be directed to:
Jacor Communications, Inc.
Investor Services Department
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
It is important in order to exercise your rights that your
shares be represented at this Annual Meeting, regardless of the
number of shares held by you. Please complete, sign, date and
promptly return the enclosed Proxy in the envelope provided,
regardless of whether you plan to attend the meeting.
By Order of the Board of Directors.
/s/ R. Christopher Weber
R. Christopher Weber
Senior Vice President, Chief
Financial Officer and Secretary
Cincinnati, Ohio
April 14, 1995
Annex 1
JACOR COMMUNICATIONS, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. This 1995 Employee Stock
Purchase Plan (the "Plan") is intended as an incentive and to
encourage stock ownership by all eligible employees of Jacor
Communications, Inc., an Ohio corporation (the "Company") and its
Subsidiaries, so that they may share in the fortunes of the
Company by acquiring or increasing their proprietary interest in
the Company. The Plan is designed to encourage eligible
employees to remain in the employ of the Company. It is intended
that options issued pursuant to this Plan shall constitute
options issued pursuant to an "employee stock purchase plan"
within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code").
2. Definitions.
2.1 "Agent" shall mean the stock transfer agent for
the Common Stock.
2.2 "Base Pay" means regular straight time earnings or
draw, but excludes compensation for overtime, commissions,
bonuses, amounts paid as reimbursement of expenses and other
additional compensation; provided, however Base Pay for account
executives means sales commissions for the most recent calendar
year.
2.3 "Common Stock" means the Company's Common Stock,
no par value.
2.4 "Fair Market Value" means the closing price for
the Common Stock on a national stock exchange or, if the stock is
not traded on an exchange, the last sale price for the Common
Stock as reported on the National Association of Securities
Dealers Automated Quotation System.
2.5 "Investment Account" shall mean the separate
account for each participating employee reflecting the number of
shares of Common Stock purchased under the terms of the Plan that
have not been withdrawn by the employee.
2.6 "Offering Date" means the commencement date of the
offering if such date is a regular business day or the first
business day following such commencement date. A different date
may be set by resolution of the Board of Directors of the Company
(the "Board").
2.7 "Parent" means any corporation, other than the
Company, in an unbroken chain of corporations ending with the
Company if each of the corporations other than the Company owns
stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
2.8 "Payroll Deduction Account" shall mean the funds
accumulated with respect to an individual employee as a result of
deductions from his or her paycheck for the purpose of purchasing
stock under this Plan. The funds allocated to an employee's
Payroll Deduction Account shall remain the property of the
respective employee at all times during each offering.
2.9 "Plan Year" means the calendar year.
2.10 "Subsidiary" or "Subsidiaries" means any
corporation or corporations other than the Company in an unbroken
chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
3. Employees Eligible to Participate. All employees
of the Company and its Subsidiaries as may be designated for
such purpose from time to time by the Plan Administrator shall be
eligible to participate in the Plan, provided each of such
employees:
(a) is employed on the first day of each applicable
Plan Year and has timely completed an Enrollment Agreement
described in Section 8 for that Plan Year; and
(b) does not own, immediately after the right to
purchase Shares under the Plan is granted, stock possessing Five
Percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or a Subsidiary. In
determining stock ownership for purposes of the preceding
sentence, the rules of Section 424(d) of the Code shall apply and
stock which the employee may purchase under outstanding options
shall be treated as stock owned by the employee.
4. Offerings. The first offering under this Plan
shall commence on January 1, 1995 and terminate on December 31,
1995. Thereafter, offerings shall commence on January 1 and
terminate on December 31 of the following year until the Plan is
terminated by the Board or no additional shares of Common Stock
of the Company are available for purchase under the Plan.
5. Price. The purchase price per share shall be the
lesser of (1) 85% of the Fair Market Value of the Common Stock on
the Offering Date; or (2) 85% of the Fair Market Value of the
Common Stock on the last business day of the offering.
6. Stock Subject to the Plan. The stock subject to
the options shall be shares of the Company's authorized but
unissued Common Stock or shares of Common Stock reacquired by the
Company, including shares purchased in the open market. The
aggregate number of shares which may be issued pursuant to the
Plan is 200,000, subject to increase or decrease by reason of
stock split-ups, reclassifications, stock dividends, changes in
par value and the like.
7. Changes in Capital Structure.
7.1 In the event that the outstanding shares of Common
Stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another
corporation, by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-
up, combination of shares, or dividend payable in shares,
appropriate adjustment shall be made by the Board in the number
or kind of shares as to which an option granted under this Plan
shall be exercisable, to the end that the participant's
proportionate interest shall be maintained as before the
occurrence of such event. Any such adjustment made by the Board
shall be conclusive.
7.2 If the Company is not the surviving or resulting
corporation in any reorganization, merger, consolidation or
recapitalization, each outstanding option shall be assumed by the
surviving or resulting corporation and each option shall continue
in full force and effect, and shall apply to the same number and
class of securities of the surviving corporation as a holder of
the number of shares of Common Stock subject to the option would
be entitled under the terms of the reorganization, merger,
consolidation or recapitalization.
8. Participation. An eligible employee may become a
participant by completing, signing and filing an enrollment
agreement ("Enrollment Agreement") and any other necessary papers
with the Company at least ten days prior to the commencement of
the particular offering in which he or she wishes to participate.
Payroll deductions for a participant shall commence on the
Offering Date and shall end on the termination date of such
offering unless earlier terminated by the employee as provided in
Section 14. Participation in one offering under the Plan shall
neither limit, or require, participation in any other offering.
9. Payroll Deductions.
9.1 At the time a participant files his or her Enrollment
Agreement, he or she shall elect to have deductions made from his
or her pay at such regular intervals as may be determined by the
Committee during the time he or she is a participant in an offering
at not less than $10 or more than 10% of his or her Base Pay.
9.2 All payroll deductions made for a participant shall
be credited to his or her Payroll Deduction Account under the
Plan. A participant may not make any separate cash payment into
such Payroll Deduction Account nor may payment for shares be made
other than by payroll deduction.
9.3 A participant may discontinue his or her payroll
deductions or participation in the Plan as provided in Section
14, but no other change can be made during an offering and,
specifically, except as provided in Section 14, a participant may
not alter the rate of his or her payroll deductions for that
offering.
10. Granting of Option.
10.1 On the Offering Date, this Plan shall be deemed to
have granted to the participant an option for as many full shares
as he or she will be able to purchase with the payroll deductions
credited to his or her Payroll Deduction Account during his or
her participation in that offering; provided that the maximum
number of shares that a participant may purchase under an
offering shall be the participant's Base Pay on the Offering Date
divided by the Fair Market Value of the Common Stock on that
Offering Date.
10.2 Notwithstanding the foregoing, no employee shall
be granted an option which permits his or her rights to purchase
Common Stock under the Plan and any similar employee stock
purchase plans of the Company and, if applicable, a Subsidiary
and, if applicable, a Parent to accrue at a rate which exceeds
$25,000 of Fair Market Value of such stock (determined at the
time such option is granted) for each calendar year which such
option is outstanding at any time. The purposes of the
limitation in the preceding sentence is to comply with Section
423(b)(8) of the Code.
10.3 If the total number of shares for which options
are to be granted on any date in accordance with Paragraph 10.1
exceeds the number of shares then available under the Plan (after
deduction of all shares for which options have been exercised or
are then outstanding), the Company shall make a pro rata
allocation of the shares remaining available in as nearly a
uniform manner as shall be practical and as it shall determine to
be equitable.
11. Exercise of Option. Each employee who continues
to be a participant in an offering on the last business day of
that offering shall be deemed to have exercised his or her option
on such date and shall be deemed to have purchased from the
Company such number of full shares of Common Stock (subject to
the limitations under Section 10) reserved for the purpose of the
Plan as his or her accumulated payroll deductions on such date
will pay for at the purchase price. All such shares purchased
shall be credited to the participant's Investment Account. The
Agent shall hold in its name or in the name of its nominee all
certificates for shares purchased until shares are withdrawn by
the participant under Section 13.
12. Employee's Rights as a Stockholder.
12.1 No participating employee shall have any right as
a stockholder with respect to any shares under the Plan until the
shares have been purchased in accordance with Section 11 above
and the stock certificate has actually been issued.
12.2 All cash dividends paid with respect to shares of
Common Stock in a participant's Investment Account shall, unless
otherwise directed by the Committee, be used to purchase
additional shares of Common Stock on the next date shares are
purchased pursuant to Section 11, subject to the limitations in
Section 10. Such shares shall be added to the participant's
Investment Account.
12.3 Each participant shall be entitled to direct the
Agent as to the voting of any shares of Common Stock held in the
participant's Investment Account.
13. Withdrawal from Investment Account.
13.1 A participant shall have the right to withdraw a
certificate for all or a portion of the Common Stock credited to
his or her Investment Account by giving notice to the Company;
provided such requests may not be made more frequently than once
per calendar quarter.
13.2 Each certificate withdrawn by a participant may
be registered only in the name of the participant, or if the
participant so directs, in the names of the participant and one
other person, as joint tenants with right of survivorship,
tenants in common, or as community property, to the extent and in
the manner permitted by applicable law.
14. Withdrawal from Payroll Deduction Account.
14.1 An employee may withdraw from the Plan, in whole
but not in part, at any time prior to the last business day of
each offering by delivering a withdrawal notice ("Withdrawal
Notice") to the Company, in which event the Company will refund
the entire balance of his or her Payroll Deduction Account as
soon as practicable thereafter.
14.2 To re-enter the Plan, an employee who has
previously withdrawn must file a new Enrollment Agreement in
accordance with Section 8. His or her re-entry into the Plan
cannot, however, become effective before the beginning of the
next offering following his or her withdrawal.
14.3 An employee may elect to discontinue his or her
payroll deductions during the course of a particular offering, at
any time prior to the last business day preceding the final pay
day during such offering by delivering an election to discontinue
deductions to the Company, and such election shall not constitute
a withdrawal for the purposes of this Section 14. In the event
that an employee elects to discontinue his or her payroll
deductions pursuant to this Paragraph 14.3, the employee shall
remain a participant in such offering and shall be entitled to
purchase from the Company such number of full shares of Common
Stock as set forth in and in accordance with Section 11 of the
Plan.
15. Carryover of Payroll Deduction Account. The
Company shall carry over the balance of a participant's Payroll
Deduction Account to the next offering unless the participant
does not enroll in the next offering, in which event the balance
of the participant's Payroll Deduction Account shall be refunded
to the participant. Upon termination of the Plan, the balance of
each participant's Payroll Deduction Account shall be returned to
the participant.
16. Interest. No interest will be paid or allowed on
any money in the Payroll Deduction Accounts of participating
employees.
17. Rights Not Transferable. No participant shall be
permitted to sell, assign, transfer, pledge, or otherwise dispose
of or encumber either the payroll deductions credited to his or
her Payroll Deduction Account, Common Stock credited to his or
her Investment Account, or any rights with regard to the exercise
of an option or to receive shares under the Plan other than by
will or the laws of descent and distribution, and such right and
interest shall not be liable for, or subject to, the debts,
contracts, or liabilities of the employee. If any such action is
taken by the participant, or any claim is asserted by any other
party in respect
of such right and interest whether by garnishment, levy,
attachment or otherwise, such action or claim will be treated as
an election to withdraw in accordance with Sections 13 or 14,
whichever is applicable.
18. Termination of Employee's Rights. An employee's
rights under the Plan will terminate when he or she ceases to be
an employee because of resignation, layoff, or discharge. A
Withdrawal Notice will be considered as having been received from
the employee on the day his or her employment ceases, and all
payroll deductions not used will be refunded.
If an employee's employment shall be terminated by
reason of retirement, death, or disability prior to the end of
the current offering, he or she (or his or her designated
beneficiary, in the event of his or her death, or if none, his or
her legal representative) shall have the right, within 90 days
thereafter, to elect to have the balance of his or her Payroll
Deduction Account either paid to him or her in cash or applied at
the end of the current offering toward the purchase of Common
Stock.
19. Administration of the Plan. The Plan shall be
administered by the Board, if each director is a "disinterested
person" (as defined below). If all directors are not
"disinterested persons," the Plan shall be administered by a
committee consisting of two or more members of the Board, each of
whom shall be a "disinterested person," which committee (the
"Committee") may be an executive, compensation or other
committee, including a separate committee especially created for
this purpose. The Committee shall have such of the powers and
authority vested in the Board hereunder as the Board may delegate
to it (including the power and authority to interpret any
provision of this Plan or of any option). The members of such
Committee shall serve at the discretion of the Board. A majority
of the members of the Committee shall constitute a quorum, and
all actions of the Committee shall be taken by a majority of the
members present. Any action may be taken by a written instrument
signed by all of the members of the Committee and any action so
taken shall be fully effective as if it had been taken at a
meeting. The Board and/or the Committee, if one has been
established by the Board, shall be referred to in this Plan as
the "Plan Administrator." "Disinterested person" shall be
defined by reference to the rules and regulations promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Act"). The Human Resources Committee shall be the
Plan Administrator until a different Plan Administrator is
established by the Board.
Subject to the provisions of this Plan, and with a view
to effecting its purpose, the Plan Administrator shall have sole
authority, in its absolute discretion, to (a) designate from time
to time the Subsidiaries whose employees will be eligible to
participate in the Plan; (b) construe and interpret this Plan;
(c) define the terms used in this Plan; (d) prescribe, amend and
rescind rules and regulations relating to this Plan; (e) correct
any defect, supply any omission or reconcile any inconsistency in
this Plan; (f) determine all other terms and conditions of
options; and (g) make all other determinations necessary or
advisable for the administration of this Plan. All decisions,
determinations and interpretations made by the Plan Administrator
shall be binding and conclusive on all participants in this Plan
and on their legal representatives, heirs and beneficiaries.
20. Termination and Amendments to Plan. The Plan may
be terminated at any time by the Board. The Plan will terminate
in any case on the date on which all or substantially all of the
unissued shares of Common Stock reserved for the purpose of the
Plan have been purchased. Upon termination of the Plan, all
payroll deductions not used to purchase Common Stock will be
refunded.
The Board also reserves the right to amend the Plan
from time to time in any respects, provided, however, that no
amendment shall be effective without prior approval of the
stockholders (a) which would, except as provided in Section 6 and
7, increase the aggregate number of shares of Common Stock to be
issued under the Plan, (b) which would, except as provided in
Section 3, change the class of employees eligible to receive
options under the Plan or (c) if such amendment requires
stockholder approval for any other reason in order for the Plan
to be eligible or continue to qualify for the benefits conferred
by Securities and Exchange Commission Rule 16b-3, as amended from
time to time, or any successor rule or regulatory requirements.
21. Effective Date. The Plan shall become effective
on January 1, 1995 provided that it has been adopted by the Board
and provided further that within 12 months after the date the
Plan is adopted by the Board, the Plan is approved and adopted by
the holders of a majority of the outstanding shares of stock of
the Company entitled to vote thereon. If the Plan shall not be
subsequently approved and adopted by the shareholders of the
Company as specified herein, the Plan shall be null and void and
all funds in any Payroll Deduction Account shall be returned to
the participants.
Annex 2
Proposed Amendment to the
1993 Stock Option Plan
RESOLVED, that the Jacor Communications, Inc. 1993 Stock
Option Plan paragraph 4 is hereby amended to read in its entirety
as follows:
4. Shares Subject to Plan. Subject to adjustments
provided in paragraph 13 hereof, the number of shares of
Common Stock which may be delivered pursuant to the
exercise of ISOs granted under the
Plan shall be 2,769,218 shares. The aggregate number of
shares of Common Stock which may be delivered pursuant
to the exercise of Options granted under the Plan shall
not exceed 2,769,218 shares. Such shares may consist,
either in whole or in part, of the Company's authorized
and issued Common Stock reacquired by the Company and
held in its Treasury, as may from time to time be
determined by the Board. If an Option granted under
the Plan is surrendered, expires unexercised or for any
reason ceases to be exercisable in whole or in part,
the shares of Common Stock issuable pursuant to such
Option, but as to which such Option has not been
exercised, shall again be available for the purposes of
the Plan.
Annex 3
Proposed Amendment to the Company's
Amended and Restated Articles of Incorporation
RESOLVED, that the Company's Amended and Restated Articles
of Incorporation are hereby amended to renumber existing Article
Fifth as a new Article Sixth and to add the following new Article
Fifth in its entirety to read as follows:
FIFTH: When authorized by the affirmative vote of a
majority of the members of the Board of Directors of the
Corporation, without the action or approval of the
shareholders of the Corporation, the Corporation may redeem,
purchase or contract to purchase, at any time and from time
to time, shares of any class of stock issued by the
Corporation for such prices and upon and subject to such
terms and conditions as the Corporation's Board of Directors
may determine.
PROXY
JACOR
COMMUNICATIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
ANNUAL MEETING OF The undersigned hereby appoints Randy
SHAREHOLDERS Michaels, R. Christopher Weber and Jon M.
MAY 17, 1995 Berry, and each of them, as Proxy Holders for
the undersigned, with full power of substitution, to appear and
vote all of the shares of Jacor Communications, Inc. which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held at the Terrace Hotel, 15 West Sixth
Street, Cincinnati, Ohio on May 17, 1995 at 10:30 a.m., local
time, and at any adjournment thereof.
1. Proposal to adopt the
Jacor Communications,
Inc. 1995 Employee
Stock Purchase Plan
providing for the sale of
shares of the Company's
Common Stock to Company
employees.
2. Proposal to amend the Jacor
Communications, Inc. 1993
Stock Option Plan increasing
the number of shares reserved
for issuance under the Plan. (CHANGE OF ADDRESS)
3. Proposal to amend the
Company's Amended and
Restated Articles of
Incorporation to clarify
the Company's ability
to purchase and redeem its
own shares.
(If you have written in the
4. Election of eight Directors above space, please mark the
for a one year term. corresponding box on the
reverse of this card.)
Nominees: John W. Alexander,
Rod F. Dammeyer, F. Philip
Handy, Marc Lasry, Robert L.
Lawrence, Randy Michaels,
Sheli Z. Rosenberg, and
David M. Schulte.
5. To act in accordance with
their best judgment on
any other business which
may properly come before
the meeting.
You are encouraged to specify your choices by marking the
appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of
Directors' recommendations. The Proxies cannot vote your shares
unless you sign and return this Card.
SEE REVERSE
SIDE
X Please mark your votes SHARES IN YOUR NAME
as in this example.
FOR AGAINST ABSTAIN
1. Proposal to adopt the
Jacor Communications,
Inc. 1995 Employee
Stock Purchase Plan
providing for the sale
of shares of the Company's
Common Stock to Company
employees.
2. Proposal to amend the
Jacor Communications,
Inc. 1993 Stock Option
Plan increasing the
number of shares reserved
for issuance under the
Plan.
3. Proposal to amend the
Company's Amended and
Restated Articles of
Incorporation to clarify
the Company's ability to
purchase and redeem its
own shares.
FOR WITHHELD
4. Election of Directors
(SEE REVERSE)
For, except vote withheld from the following
nominee(s):
FOR AGAINST ABSTAIN
5. To act in accordance
with their best
judgment on any other
business which may
properly come before
the meeting.
Change
of
Address
Attend
Meeting
SIGNATURE(S) DATE
SIGNATURE(S) DATE
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.
