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: February 4, 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 5. Other Events
Jacor Communications, Inc. (the "Company") announced on
February 4, 1996 that it had reached agreement to acquire Noble
Broadcast Group, Inc. ("Noble"), owner of twelve radio stations
for approximately $152 million in cash. Noble's radio stations
serve Denver, Colorado, St. Louis, Missouri, San Diego,
California and Toledo, Ohio. The Company has received
commitments for a new $300 million credit facility from a group
of banks led by Banque Paribas and the Company expects to finance
this acquisition entirely through borrowings under that new
facility.
The consummation of this transaction is subject to the
execution of definitive purchase agreements and related
documents, the approval of the Federal Communications Commission
and the satisfaction of certain other conditions. Pending
satisfaction of all such conditions, the Company and Noble intend
to enter into local marketing agreements for the stations located
in St. Louis and Toledo. The signals for the San Diego stations
originate from Mexico and are not subject to the same approvals
as required for radio stations in the United States. The Company
anticipates that its acquisition of Noble's San Diego stations
will be completed simultaneously with the execution of the
definitive agreements with Noble.
On February 12, 1996, David M. Schulte resigned as a
Director of the Company.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated February 4, 1996.
99.2 Letter dated February 12, 1996 from
David M. Schulte to the Company.
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.
February 14, 1996 BY: /s/ R. Christopher Weber
R. Christopher Weber
Senior Vice President and
Chief Financial Officer
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Kirk Brewer
312-466-4042
JACOR COMMUNICATIONS TO ACQUIRE
NOBLE BROADCAST GROUP
CINCINNATI, Feb. 4, 1996 -- Jacor Communications, Inc.
(NASDAQ:JCOR) today announced it has reached an agreement to
acquire Noble Broadcast Group Inc., owner of 12 stations serving
four of the nation's top 75 markets.
The transaction is valued at approximately $152 million.
Jacor said it has received commitments for a $300 million credit
agreement with a group of banks led by Banque Paribas enabling
the company to finance the transaction entirely with borrowings
and providing it with additional credit lines for future
acquisitions.
Noble's radio stations serve Denver (two AM, and two FM),
St. Louis (one AM, two FM), San Diego (one AM, one FM), and
Toledo, Ohio (one AM, two FM).
Jacor already owns one station serving the San Diego market,
and is an established force in the Denver market. (See
attachment for a full list of Jacor's and Noble's stations.)
"We've patiently pursued acquisitions compatible with our
financial and strategic criteria. The Noble stations are well-
positioned within their respective markets, and we intend to
provide the additional financial and operational support their
managers require to meet their goals," said Jacor President Randy
Michaels.
"Noble's portfolio has wonderful multi-market synergies with
existing Jacor holdings. This pairs us in San Diego with
recently purchased KHTS-FM, adds to our Denver portfolio, and
establishes a significant presence in St. Louis and Toledo."
Noble's current chief executive officer, John Lynch, will
join Jacor as vice-chairman and will maintain a significant role
in the merged company.
"We're particularly pleased to also acquire the management
depth that John Lynch and Noble CFO Frank DeFrancesco add to our
corporate roster. We're looking forward to working closely with
John on devising further strategies for growth," Michaels said.
Commenting on the transaction, Lynch said, "It has been my
goal to create a broadcast company that leaves its mark on the
annals of broadcast history.
"The merger of Noble with Jacor creates a company that will
be among the biggest in the industry, but I'm most excited about
its potential to be the best," Lynch said.
With its acquisition of Noble, Jacor will become the
nation's fifth largest radio group with 35 stations. The
company's financial structure is designed to support further
consolidations within existing markets, as well as acquiring
additional groups or individual stations in new markets.
Jacor said it will likely seek shareholder approval of a new
name for the combined company.
Jacor Communications is headquartered in Cincinnati.
Radio Station Summary
Jacor Communications, Inc. Noble Broadcast Group
Atlanta, GA St. Louis, MO
WPCH-FM KMJM-FM
WGST-AM KNJZ-FM
WGST-FM (operated by LMA) KATZ-AM
Georgia News Network
San Diego, CA Toledo, OH
KHTS-FM WVKS-FM
WRVF-FM
Cincinnati, OH WSPD-AM
WLW-AM
WEBN-FM Denver, CO
WCKY-AM KBCO-AM/FM
WOFX-FM KHIH-FM
KHOW-AM
Denver, CO
KOA-AM San Diego, CA
KRFX-FM XTRA-AM/FM
KBPI-FM
KTLK-AM
Tampa, FL
WFLZ-FM
WFLA-AM
WDUV-FM
WBRD-AM
Jacksonville, FL
WQIK-FM
WSOL-FM
WJBT-FM
WZAZ-AM
WJGR-AM
Knoxville, TN
WWST-FM
WMYU-FM
EXHIBIT 99.2
February 12, 1996
Mr. R. Christopher Weber
Corporate Secretary
Jacor Communications
201 East Fifth Street
Suite 1300
Cincinnati, OH 45202
Dear Chris:
I hereby resign as Director of Jacor Communications, a Delaware
corporation, effective as of the date hereof.
Sincerely,
/s/ David M. Schulte
David M. Schulte
/dds
