<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: November 27, 1996
JACOR COMMUNICATIONS, INC.
DELAWARE
(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
<PAGE>
Item 2. Acquisition or Disposition of Assets
On September 26, 1996, Citicasters Co. ("Citicasters"), an indirect
subsidiary of Jacor Communications, Inc. (the "Company") entered into an
agreement with Pacific and Southern Company, Inc. ("Pacific and Southern"), an
indirect subsidiary of Gannett Co., Inc., whereby Citicasters agreed to exchange
the assets of its Tampa, Florida television station for the assets of six of
Pacific and Southern's radio stations (the "Exchange"). The completion of the
Exchange was subject to various conditions including the receipt of consents
from regulatory authorities, including the approval of the Federal
Communications Commission ("FCC"), and the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended ("HSR Act"). The Exchange was also contingent upon the
satisfactory completion of due diligence by each of Citicasters and Pacific and
Southern.
The Company received early termination of the HSR Act waiting period on
November 5, 1996. The due diligence period was satisfactorily completed on
November 29, 1996. The initial order from the FCC was obtained on December 6,
1996.
On December 9, 1996, the parties consummated the Exchange subject only to
a possible unwinding of the transaction in the event a final order from the
FCC cannot be obtained. Accordingly, the Company, through Citicasters, now
owns KIIS-FM and KIIS-AM, Los Angeles; KSDO-AM and KKBH-FM, San Diego; and
WUSA-FM and WDAE-AM, Tampa-St. Petersburg, and Pacific and Southern owns
WTSP-TV, Tampa. The Company will rename WUSA-FM to WUKS-FM as Gannett
retained the WUSA-FM call letters. The radio stations acquired by the
Company in the San Diego and Tampa markets increase the Company's existing
portfolio of stations in those markets. The Los Angeles radio stations
provide the Company with its initial access to that market.
In connection with the closing of the Exchange, Citicasters and Pacific
and Southern agreed that they will value the exchanged assets at
$170.0 million for tax purposes. No cash was payable in connection with the
Exchange, other than for the payment of approximately $296,000 by Citicasters
to Pacific and Southern for certain adjustments and prorations as specified
in the asset exchange agreement. The Exchange also provides for additional
post-closing adjustments and prorations which are not expected to be material.
Item 5. Other Events
On November 27, 1996, the Company entered into an agreement providing for
the purchase for cash of three radio stations in Lexington, Kentucky. Those
stations are WTKT-AM, WKQQ-FM and WXZZ-FM. On December 6, 1996, the Company
entered into an agreement providing for the purchase for cash of two radio
stations in Central Ohio. Those stations are WAKS-FM, Marysville, Ohio, and
WAHC-FM, Circleville, Ohio. On December 9, 1996, the Company also entered
into agreements to purchase for cash three additional stations in Colorado.
Those stations are KCOL-AM and KPAW-FM, Fort Collins, Colorado, and KGLL-FM,
Greely, Colorado. The total purchase price to be paid for these stations
aggregates approximately $39.5 million.
All of the transactions described in this Item 5 are subject to various
conditions, including approval by the FCC. The acquisition of the Lexington
stations is further subject to termination or expiration of the applicable
waiting periods under the HSR Act.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Report of Independent Accountants
Financial Statements:
Combined Balance Sheets as of December 31, 1995 and September 29, 1996.
Combined Statements of Operations for the years ended December 25, 1994 and
December 31, 1995 and for the nine month period ended September 29,
1996.
2
<PAGE>
Combined Statements of Changes in Parent Company's Investment in Radio
Stations for the years ended December 25, 1994 and December 31, 1995
and the nine month period ended September 29, 1996.
Combined Statements of Cash Flows for the years ended December 25, 1994 and
December 31, 1995 and the nine month period ended September 29, 1996.
Notes to Financial Statements.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 1995 and the nine month period ended September 30,
1996.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September
30, 1996.
Notes to Unaudited Pro Forma Financial Information.
(c) Exhibits
2.1 Asset Exchange Agreement dated as of September 26, 1996 between Citicasters
Co. and Pacific and Southern Company, Inc. (omitting schedules and exhibits not
deemed material).*
23.1 Consent of Coopers & Lybrand L.L.P.
*Incorporated by reference from the Registrant's Form 8-K dated October 11,
1996.
3
<PAGE>
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.
December 12, 1996 By: /s/ Jon M. Berry
-------------------------------------
Jon M. Berry, Senior Vice President
and Treasurer
4
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and
Board of Directors of
Jacor Communications, Inc.
We have audited the accompanying combined balance sheets of the Selected Gannett
Radio Stations as of December 31, 1995 and September 29, 1996 and the related
combined statements of operations, changes in Parent Company's investment in
radio stations and cash flows for the years ended December 25, 1994 and December
31, 1995 and the nine month period ended September 29, 1996. These financial
statements are the responsibility of the Station'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 combined financial position of the Selected
Gannett Radio Stations as of December 31, 1995 and September 29, 1996 and the
combined results of their operations and their cash flows for the years
ended December 25, 1994 and December 31, 1995 and the nine month period ended
September 29, 1996, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
November 15, 1996
1
<PAGE>
SELECTED GANNETT RADIO STATIONS
COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND SEPTEMBER 29, 1996
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 29,
1995 1996
------------ -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,694 $ 2,229
Accounts receivable, less allowance for doubtful accounts
of $213,648 in 1995 and $251,851 in 1996 7,888,111 8,217,358
Prepaid expenses 20,713 384,732
Other current assets 73,973 86,277
------------ -------------
Total current assets 7,987,491 8,690,596
Property and equipment, net 3,302,726 3,044,042
Intangible assets, net 8,622,503 8,349,482
------------ -------------
Total assets $ 19,912,720 $ 20,084,120
------------ -------------
------------ -------------
Current liabilities:
Accounts payable $ 148,283 $ 482,380
Accrued payroll 510,467 422,787
Accrued income tax payable to Parent Company 3,902,670 2,788,727
Other current liabilities 175,950 461,002
------------ -------------
Total current liabilities 4,737,370 4,154,896
Commitments and contingencies
Parent Company's investment in radio stations 15,175,350 15,929,224
------------ -------------
Total liabilities and Parent Company's investment in radio stations $ 19,912,720 $ 20,084,120
------------ -------------
------------ -------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE COMBINED FINANCIAL
STATEMENTS.
2
<PAGE>
SELECTED GANNETT RADIO STATIONS
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 25, 1994 AND DECEMBER 31, 1995
AND FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 29, 1996
<TABLE>
<CAPTION>
Nine Months
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
Broadcast revenue $ 43,137,949 $ 44,427,284 $ 31,509,536
Less agency commissions 5,993,617 6,324,614 4,449,021
------------ ------------ ------------
Net revenue 37,144,332 38,102,670 27,060,515
Broadcast operating expenses 28,242,877 26,924,177 19,128,146
Depreciation and amortization 947,251 963,840 713,218
Corporate general and administrative expenses 891,118 1,245,388 892,997
------------ ------------ ------------
Operating income 7,063,086 8,969,265 6,326,154
Other income, net 95,485 5,848 9,556
------------ ------------ ------------
Income before income taxes 7,158,571 8,975,113 6,335,710
Income tax expense 3,067,652 3,858,422 2,724,355
------------ ------------ ------------
Net income $ 4,090,919 $ 5,116,691 $ 3,611,355
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE COMBINED FINANCIAL
STATEMENTS.
3
<PAGE>
SELECTED GANNETT RADIO STATIONS
COMBINED STATEMENTS OF CHANGES IN
PARENT COMPANY'S INVESTMENT IN RADIO STATIONS
FOR THE YEARS ENDED DECEMBER 25, 1994 AND DECEMBER 31, 1995
AND FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 29, 1996
<TABLE>
<CAPTION>
Nine Months
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
Balance, beginning of year $ 16,641,431 $ 15,852,782 $ 15,175,350
Net funds remitted to Parent Company (4,879,568) (5,794,123) (2,857,481)
Net income from operations 4,090,919 5,116,691 3,611,355
------------ ------------ ------------
Balance, end of year $ 15,852,782 $ 15,175,350 $ 15,929,224
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE COMBINED FINANCIAL
STATEMENTS.
4
<PAGE>
SELECTED GANNETT RADIO STATIONS
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 25, 1994 AND DECEMBER 31, 1995
AND FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 29, 1996
<TABLE>
<CAPTION>
Nine Months
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
Cash flow from operating activities:
Net income $ 4,090,919 $ 5,116,691 $ 3,611,355
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 583,223 599,812 440,197
Amortization of intangible assets 364,028 364,028 273,021
Change in allowance for doubtful accounts 44,360 (38,600) 38,203
Changes in operating assets and liabilities:
Accounts receivable (746,724) 385,183 (367,450)
Prepaid expenses 1,753 (6,037) (364,019)
Other current assets 45,391 (32,674) (12,304)
Accounts payable (5,861) (482,568) 334,097
Accrued payroll and other current liabilities 177,662 (245,530) 197,372
Accrued income tax payable to Parent Company 1,302,686 806,021 (1,113,943)
------------ ------------ ------------
Net cash provided by operating activities 5,857,437 6,466,326 3,036,529
------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures (951,545) (702,595) (181,513)
------------ ------------ ------------
Cash flow from financing activities:
Funds remitted to Parent Company (4,879,568) (5,794,123) (2,857,481)
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 26,324 (30,392) (2,465)
Cash and cash equivalents at beginning of year 8,762 35,086 4,694
------------ ------------ ------------
Cash and cash equivalents at end of year $ 35,086 $ 4,694 $ 2,229
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE COMBINED FINANCIAL
STATEMENTS.
5
<PAGE>
SELECTED GANNETT RADIO STATIONS
NOTES TO COMBINED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS:
a. DESCRIPTION OF BUSINESS: The combined financial statements include
the operations of six radio stations, KIIS-FM and KIIS-AM in Los
Angeles, KSDO-AM and KKBH-FM in San Diego and WDAE-AM and WUSA-FM in
Tampa-St. Petersburg, (the "Selected Gannett Radio Stations" or the
"Stations") owned and operated by Pacific and Southern Company Inc., a
subsidiary of Gannett Co., Inc. (the "Parent Company" or "Gannett").
In September 1996, Jacor Communications, Inc. ("Jacor") entered into
an agreement to acquire the Selected Gannett Radio Stations in
exchange for Jacor's Tampa television station, WTSP-TV.
The Stations' fiscal years end on the last Sunday of the calendar year.
The Stations' 1995 fiscal year ended on December 31, 1995, and
encompassed a 53-week period. The Stations' 1994 fiscal year
encompassed a 52-week period.
b. REVENUES: Revenues for commercial broadcasting advertisements are
recognized when the commercial is broadcast.
c. CONCENTRATIONS OF CREDIT RISK: Financial instruments which
potentially subject the Stations to concentrations of credit risk
consist principally of accounts receivable. Concentrations of credit
risk associated with accounts receivable are limited due to the large
number of customers comprising the Stations' customer base.
d. PROPERTY AND EQUIPMENT: Property and equipment are stated at cost
less accumulated depreciation; depreciation is provided on the
straight-line basis over the estimated useful lives of the assets as
follows:
Land improvements 15 years
Buildings 30 to 40 years
Machinery and equipment 5 to 20 years
Furniture and fixtures 7 to 10 years
Leasehold improvements Remaining life of the lease
e. INTANGIBLE ASSETS: Intangible assets are stated at cost less
accumulated amortization; amortization is provided principally on the
straight-line basis over the following lives:
FCC Licenses and goodwill 40 years
6
<PAGE>
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, CONTINUED:
f. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that effect the reported
amounts of assets and liabilities, and disclosure of contingent assets
and liabilities, at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
g. INCOME TAXES: The Stations' operating results are included in the
consolidated federal income tax return of Gannett. The income tax
provision is computed at Gannett's effective income tax rate of 43%,
for federal and state income tax purposes, which approximates the rate
as if a separate provision for the Stations was computed on a
stand-alone basis.
2. RELATED PARTY TRANSACTIONS:
Corporate general and administrative expenses, primarily related to
management and accounting, are allocated to the Stations as determined by
the Parent Company. General and administrative costs totaling $891,118,
$1,245,388 and $892,997 were allocated to the Stations for the years ended
December 1994 and 1995 and nine months ended September 1996, respectively.
3. PROPERTY AND EQUIPMENT:
Property and equipment at December 31, 1995 and September 29, 1996 consist
of the following:
1995 1996
----------- -----------
Land $ 218,089 $ 218,089
Building and improvements 1,317,842 1,364,883
Machinery and equipment 6,436,658 6,019,835
Furniture and fixtures 1,414,153 1,301,582
Leasehold improvements 93,053 93,053
Construction in progress 94,305 246,898
----------- -----------
Less accumulated depreciation (6,271,374) (6,200,298)
----------- -----------
$ 3,302,726 $ 3,044,042
----------- -----------
----------- -----------
7
<PAGE>
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
4. INTANGIBLE ASSETS:
Intangible assets at December 31, 1995 and September 29, 1996 consist of the
following:
1995 1996
------------ ------------
FCC Licenses and goodwill $ 14,561,131 $ 14,561,131
Less accumulated amortization (5,938,628) (6,211,649)
------------ ------------
$ 8,622,503 $ 8,349,482
------------ ------------
------------ ------------
5. COMMITMENTS AND CONTINGENCIES:
a. LEASE AND EMPLOYMENT AGREEMENT OBLIGATIONS: The Stations lease
certain land and facilities used in their operations. The Stations
also have various employment agreements with selected radio
personalities that provide for, among other things, base compensation,
incentive bonuses and various production support. Future minimum
payments under lease and employment agreements are as follows:
1996 (3 months) $ 1,513,423
1997 5,701,582
1998 5,337,481
1999 5,784,929
2000 and thereafter 4,191,058
------------
Total commitments $ 22,528,473
------------
------------
b. LEGAL PROCEEDINGS: The Stations are party to various legal
proceedings. In the opinion of management, the ultimate resolution of
such proceedings will not have a significant effect on the financial
position or results of operations of the Stations.
In August of 1996, the Stations entered into an agreement with a third
party to settle a contract dispute. Under terms of the settlement
agreement, KSDO-AM and KKBH-FM in San Diego will provide the third
party with approximately 7,600 minutes of advertising time to be run
over a period of two years. Station management can preempt any
advertising spot to be provided to the third party for a fee of $50
per ten second spot.
8
<PAGE>
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
6. RETIREMENT PLAN:
Employees of the Stations are eligible for various retirement and profit
sharing plans, provided by Gannett, under which substantially all full-time
employees are covered. The Gannett Retirement Plan, a defined benefit
pension plan, is the Stations' principal retirement plan and covers
eligible employees of the Stations. Benefits under the Gannett Retirement
Plan are based on years of service and final average pay. The Stations'
pension cost was approximately $360,000, $367,000 and $386,000 for 1994,
1995 and 1996, respectively. Since the Stations' employees are not
specifically identified within the pension fund, the actuarial present
value of benefit obligations and net assets available for benefits are not
determinable.
9
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
Selected Tampa Total
Jacor Gannett Television Combined
Historical Stations Divestiture Pro Forma
---------- ---------- ----------- -----------
ASSETS
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $52,821 $52,821
Accounts receivable 70,782 70,782
Other current assets 12,897 12,897
---------- ---------- ---------- -----------
Total current assets 136,500 0 0 136,500
Property and equipment, net 141,259 11,072 (21,573) 130,758
Intangible assets, net 1,341,430 158,928 (148,427) 1,351,931
Other assets 98,032 98,032
---------- ---------- ---------- -----------
$1,717,221 $170,000 ($170,000) $1,717,221
---------- ---------- ---------- -----------
---------- ---------- ---------- -----------
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses
and other current liabilities $51,898 $51,898
---------- ---------- ---------- -----------
Total current liabilities 51,898 0 0 51,898
Long-term debt 626,250 626,250
5.5% Liquid Yield Option Notes 117,090 117,090
Deferred taxes and other liabilities 393,728 393,728
---------- ---------- ---------- -----------
TOTAL LIABILITIES 1,188,966 0 0 1,188,966
Shareholders' equity:
Common stock, $.01 par value 312 312
Additional paid-in capital 430,307 430,307
Common stock warrants 72,644 72,644
Retained earnings 24,992 24,992
---------- ---------- ---------- -----------
TOTAL SHAREHOLDERS' EQUITY 528,255 0 0 528,255
---------- ---------- ---------- -----------
$1,717,221 $0 $0 $1,717,221
---------- ---------- ---------- -----------
---------- ---------- ---------- -----------
</TABLE>
See accompanying notes to unaudited proforma condensed consolidated financial
statements.
1
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Jacor/Noble/Citicasters Selected Tampa Acquisition Total
Combined Gannett Television Proforma Combined
Pro Forma Stations Divestiture Adjustments Pro Forma
--------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Net revenue $303,469 $38,103 ($34,803) $306,769
Broadcast operating expenses 195,744 26,924 (19,421) 203,247
Depreciation and amortization 46,840 964 (5,870) 4,119 (1) 46,053
Corporate general and
administrative expenses 6,655 1,246 (1,246)(2) 6,655
-------- -------- -------- -------- --------
Operating income 54,230 8,969 (9,512) (2,873) 50,814
Interest expense (60,438) (60,438)
Interest and investment income 870 870
Other income (expense), net (594) 6 (174) (762)
-------- -------- -------- -------- --------
Income (loss) before
income taxes and
extraordinary items (5,932) 8,975 (9,686) (2,873) (9,516)
Income tax (expense) credit (2,963) (3,858) 3,874 1,150(3) (1,796)
-------- -------- -------- -------- --------
Income (loss) before
extraordinary items ($8,895) $5,117 ($5,812) ($1,723) ($11,312)
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Income per common share ($0.29) ($0.38)
Number of common shares
used in per share
computations 30,158 30,158
</TABLE>
See accompanying notes to unaudited proforma condensed consolidated financial
statements.
2
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Jacor/Noble/
Citicasters Citicasters Selected Tampa Acquisition Total
Historical Noble Combined Gannett Television Proforma Combined
Jacor Adjustments Pro Forma Stations Divestiture Adjustments Pro Forma
---------- ----------- ------------ -------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenue $127,520 $112,521 $240,041 $27,060 ($24,502) $242,599
Broadcast operating expenses 91,694 71,255 162,949 19,128 (14,645) 167,432
Depreciation and amortization 10,601 24,638 35,239 713 (4,403) 3,099 (1) 34,648
Corporate general and
administrative expenses 4,080 1,479 5,559 893 (893)(2) 5,559
-------- -------- -------- -------- -------- -------- --------
Operating income 21,145 15,149 36,294 6,326 (5,454) (2,206) 34,960
Interest expense (13,397) (31,448) (44,845) (44,845)
Interest and investment income 2,539 2,539 2,539
Other income (expense), net 4,701 (4,363) 338 10 348
-------- -------- -------- -------- -------- -------- --------
Income (loss) before
income taxes and
extraordinary items 14,988 (20,662) (5,674) 6,336 (5,454) (2,206) (6,998)
Income tax (expense) credit (7,285) 8,265 980 (2,724) 2,182 882(3) 1,320
-------- -------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary items $7,703 ($12,397) ($4,694) $3,612 ($3,273) ($1,324) ($5,678)
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
Income per common share $0.31 ($0.23)
Number of common shares
used in per share
computations 24,880 24,880
</TABLE>
See accompanying notes to unaudited proforma condensed consolidated financial
statements.
3
<PAGE>
Adjustments to Unaudited Pro Forma
Financial Information
(In Thousands)
The following unaudited pro forma financial information ("the Pro Forma
Financial Information") is based on the historical financial statements of
Jacor Communications, Inc. ("Jacor"), Noble Broadcast Group, Inc. ("Noble"),
Citicasters and the Selected Gannett Radio Stations and has been prepared to
illustrate the effects of the Gannett radio acquisition and Tampa Television
divestiture. Jacor completed the Noble and Citicasters acquisitions in 1996
and previously filed pro forma financial information related to those
transactions.
The unaudited pro forma condensed consolidated statements of operations for the
year ended December 31, 1995 and for the nine months ended September 30, 1996
give effect to the Gannett radio acquisition and Tampa Television divestiture
as if such transactions has been completed January 1, 1995. The proforma
condensed consolidated balance sheet as of September 30, 1996 had been prepared
as if the Gannett radio acquisitions and the Tampa Television divestiture had
occured on that date.
(1) Represents additional amortization and depreciation based on the
Selected Gannett Radio Stations. Amortization is calculated on a straight
line basis over 40 years. The property and equipment is depreciated over an
average depreciable life of 10 years.
(2) Represents additional savings as Gannett corporate overhead will be
absorbed by the current Jacor corporate structure.
(3) Represents additional tax savings on the proforma adjustments using an
effective rate of 40%.
4
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Jacor Communications, Inc. on Forms S-8 (File No . 33-65126,
File No.33-10329 and File No. 33-56385) and on Forms S-3 (File No. 33-53612,
File No. 333-06639 and File No. 333-16469) of our report dated November 15,
1996, on our audits of the combined financial statements of the Selected
Gannett Radio Stations as of December 31, 1995 and September 29, 1996, and
for the years ended December 25, 1994 and December 31, 1995 and for the nine
month period ended September 29, 1996, which report is included in this
Current Report on Form 8-K.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
December 12, 1996
