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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: March 13, 1996
JACOR COMMUNICATIONS, INC.
OHIO
(State or Other Jurisdiction of
Incorporation)
0-12404 31-0978313
(Commission File No.) (IRS Employer Identification
No.)
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 621-1300
Item 2. Acquisition or Disposition of Assets
On March 13, 1996, Jacor Communications, Inc.
(the
"Company") took another step towards its acquisition of all
of the outstanding capital stock of Citicasters Inc.
("Citicasters") pursuant to that certain Merger Agreement dated
February 12, 1996 by and among the Company, Citicasters and
JCAC, Inc., a wholly owned subsidiary of the Company (the
"Merger Agreement").
As contemplated by the Merger Agreement, the
Company delivered into escrow an irrevocable, direct pay letter
of credit in the amount of $75.0 million. At the same time,
the holders of approximately 54% of the outstanding shares
of Citicasters' voting stock delivered to the Company their
irrevocable written consents approving the Merger Agreement
and the merger of JCAC, Inc. with and into Citicasters such
that Citicasters will become a wholly owned subsidiary of the
Company (the "Merger"). Upon delivery by Jacor of those
written consents to Citicasters, no further action of the
Citicasters shareholders will be required
to effect the Merger.
The completion of the Merger remains subject to
various other conditions including the receipt of
consents from regulatory authorities, including the approval
of the Federal Communications Commission, and the expiration
or termination of the applicable waiting periods under the
Hart-Scott-Rodino Act.
Citicasters owns 19 radio stations serving eight of
the nation's top 31 radio revenue markets. Citicasters'
radio stations serve Atlanta, Phoenix, Tampa, Portland,
Kansas City, Cincinnati, Sacramento and Columbus. Citicasters
also owns two television stations, a CBS affiliate in
Tampa and an ABC affiliate in Cincinnati, which affiliation
will change to CBS in June 1996.
The aggregate cash needed to consummate the Merger
is approximately $650.0 million (excluding fees and
expenses), consisting of approximately $624.2 million to
acquire the
outstanding Citicasters stock and approximately $26.0 million
to refinance certain existing Citicasters bank debt. In
order to fund these transactions, the Company anticipates that
it will (a) raise approximately $345.6 million from the
proceeds of the public sale of 17,500,000 shares of its
common stock pursuant to its Registration Statement on Form S-
3, File No. 333-01917, filed with the Securities and Exchange
Commission on March 22, 1996 (the "March 22, 1996 S-3
Registration Statement"), and (b) use initial borrowings
under an anticipated new credit facility with an
expected available principal amount of $600.0 million.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The financial statements required to be filed by the
Company as part of this Form 8-K with respect to Citicasters
Inc. and Subsidiaries are incorporated by reference from the
March 22, 1996 Registration Statement on Form S-3 (No. 333-
01917) more specifically identified as pages F-16 through
F-30 of such Registration Statement.
(b) Pro Forma Financial Information.
The pro forma financial statements required to be filed
by the Company as part of this Form 8-K with respect to
Citicasters Inc. and Subsidiaries are incorporated by
reference from the March 22, 1996 Registration Statement on
Form S-3 (No. 333-01917) more specifically identified as pages
20, 22 and pages 23 through 25 of such Registration Statement.
(c) Exhibits
2.1 Escrow Agreement among the
Company,
Citicasters and PNC Bank dated March 13, 1996. *
2.2 Irrevocable Letter of Credit,
Banque
Paribas, Chicago Branch dated March 13, 1996. *
2.3 Letter of Credit and
Reimbursement
Agreement by and between the Company and
Banque Paribas dated March 13, 1996. *
23.1 Consent of Ernst & Young LLP
99.1 Press Release dated March 13, 1996.
99.2 Press Release dated March 22, 1996.
* Incorporated by reference from the Company's March 22,
1996
Registration Statement on Form S-3 (No. 333-01917).
Signatures
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
JACOR COMMUNICATIONS, INC.
March 27, 1996 By: /s/ R. Christopher Weber
R. Christopher Weber, Senior Vice
President and Chief
Financial
Officer
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference, in the
Current Report on Form 8-K of Jacor Communications, Inc., of
our report dated February 23, 1996 with respect to the
financial statements of Citicasters Inc. included in the
Registration Statement (Form S-3 No. 333-01917) of Jacor
Communications, Inc.
ERNST & YOUNG LLP
Cincinnati, Ohio
March 27, 1996
EXHIBIT 99.1
CONTACT: Kirk Brewer FOR IMMEDIATE RELEASE
(312)466-4042
JACOR COMMUNICATIONS TAKES ANOTHER STEP
TOWARD CITICASTERS INC. ACQUISITION
CINCINNATI, March 13, 1996 -- JACOR COMMUNICATIONS, INC.
(NASDAQ:JCOR) today announced it has taken another step in its
merger with Citicasters Inc. (NASDAQ:CITI). As previously
announced, on February 12, 1996, Jacor entered into a
definitive merger agreement to acquire Citicasters Inc., owner
of 19 radio stations in eight U.S. markets as well as two
network affiliated television stations. Today, pursuant to
that agreement, Jacor delivered a $75 million letter of credit
into escrow as a deposit pending completion of the merger. At
the same time, the holders of a majority of the outstanding
shares of Citicasters Common Stock delivered to Jacor their
irrevocable written consents approving the merger.
The completion of the merger transaction is subject to
regulatory review and approval. Jacor and Citicasters have
filed the necessary applications to obtain such approvals.
Jacor owns and operates 21 radio stations in six U.S.
markets and also continues with its plans to acquire Noble
Broadcasting. Noble owns 10 stations serving three of the
nations top 75 markets, and provides programming to and sells
air time for two stations serving the San Diego market.
Jacor Communications is headquartered in Cincinnati.
Jacor plans to pursue growth through continued acquisitions of
complementary stations in its existing markets, and radio
groups or individual stations with significant presence in
attractive markets.
EXHIBIT 99.2
CONTACT: Kirk Brewer FOR IMMEDIATE RELEASE
(312)466-4042
JACOR ANNOUNCES STOCK OFFERING
CINCINNATI, March 22, 1996 -- Jacor Communications, Inc.
(NASDAQ:JCOR) announced today that it will offer for sale
17,500,000 shares of its common stock. The proceeds from the
sale of stock in the offering will be used by Jacor to finance
in part Jacor's acquisitions of Citicasters Inc. and of Noble
Broadcast Group, Inc. and to repay all borrowings under its
existing credit facility. No Jacor security holders will sell
stock in the offering. The offering will be made only by means
of a prospectus.
