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: September 18, 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
Item 5. Other Events
On September 18, 1996, Jacor Communications, Inc. (the
"Company") completed its acquisition of Citicasters Inc.
("Citicasters") through a merger of the Company's wholly owned
acquisition subsidiary with and into Citicasters (the "Merger").
Such acquisition was previously announced by the Company in
February 1996 and the terms and conditions of such acquisition
were fully described in the Company's Form 8-Ks filed with the
Securities and Exchange Commission dated February 27, 1996 and
March 27, 1996, as amended thereafter, and in the Company's Form
S-4 Registration Statement dated June 24, 1996.
Having completed the Merger, Citicasters is now a wholly
owned subsidiary of Jacor through which Jacor acquired ownership
of 19 radio stations located in eight markets: Atlanta, Phoenix,
Tampa, Portland, Kansas City, Cincinnati, Sacramento and Columbus
(Ohio). Jacor also acquired ownership of two television
stations, one located in Tampa and one located in Cincinnati.
Jacor paid $29.50 cash and one warrant for each outstanding
share of Citicasters stock on a fully diluted basis. Each
warrant is exercisable for .2035247 of Jacor common stock at an
exercise price of $28.00 per full share of Jacor common stock.
The aggregate cash consideration paid in the Merger to the
Citicasters shareholders was approximately $625 million. Jacor
funded such amount with a portion of the proceeds from its June
1996 public offerings of common stock, liquid yield option notes
and senior subordinated notes and through borrowings of
approximately $400 million under Jacor's credit facilities.
Immediately following the consummation of the Merger, Jacor
reincorporated from the State of Ohio to the State of Delaware by
merging with and into its wholly owned Delaware subsidiary. The
reincorporation had been previously approved by Jacor's
shareholders at its 1996 annual meeting of shareholders.
Item 7. Financial Statements and Exhibits
(c) Exhibits
4.1 Warrant Agreement dated as of September 18, 1996 between the
Company and KeyCorp Shareholder Services, Inc., as Warrant Agent.
4.2 Supplemental Agreement dated as of September 18, 1996
between the Company and KeyCorp Shareholder Services, Inc.
99.1 Press Release dated September 18, 1996.
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.
October 3, 1996 By: /s/ R. Christopher Weber
R. Christopher Weber, Senior
Vice President
and Chief Financial Officer
EXHIBIT 4.1
JACOR COMMUNICATIONS, INC.
and
KeyCorp Shareholder Services, Inc.
as Warrant Agent
****************
WARRANT AGREEMENT
Dated as of September 18, 1996
****************
WARRANT AGREEMENT, dated as of September 18, 1996 between
Jacor Communications, Inc., an Ohio corporation (the "Company"),
and KeyCorp Shareholder Services Inc., a Delaware corporation, as
Warrant Agent (the "Warrant Agent") ("Agreement").
The Company proposes to issue Common Stock Purchase
Warrants, as hereinafter described (the "Warrants"), to purchase
up to an aggregate of 4,400,000 shares of its Common Stock
without par value ("Common Stock") (the shares of Common Stock
issuable on exercise of the Warrants being referred to herein as
the "Warrant Shares"), pursuant to an Agreement and Plan of
Merger among the Company, JCAC, Inc. and Citicasters, Inc. dated
as of February 12, 1996, pursuant to which the Company will issue
the Warrants, each Warrant entitling the holder thereof to
purchase .2035247 of a share of Common Stock.
The Company wishes the Warrant Agent to act on behalf of the
Company and the Warrant Agent is willing to act in connection
with the issuance, division, transfer, exchange and exercise of
Warrants.
In consideration of the foregoing and for the purpose of
defining the terms and provisions of the Warrants and the
respective rights and obligations thereunder of the Company and
the registered owners of the Warrants (the "Holders"), the
Company and the Warrant Agent hereby agree as follows:
SECTION 1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company
in accordance with the instructions hereinafter set forth in this
Agreement, and the Warrant Agent hereby accepts such appointment.
SECTION 2. Transferability and Form of Warrant.
2.1 Registration. The Warrants shall be numbered and
shall be registered in a Warrant Register as they are issued.
The Company and the Warrant Agent shall be entitled to treat the
Holder of any Warrant as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any
other person, and shall not be liable for any registration of
transfer of Warrants which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made
with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration of
transfer, or with such knowledge of such acts that its
participation therein amounts to bad faith.
2.2 Transfer. The Warrants shall be transferable only
on the books of the Company maintained at the principal office of
the Warrant Agent upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or
authority to transfer, which endorsement shall be guaranteed by a
firm which is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc.
or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (each of the
foregoing being referred to sometimes hereafter as an "Eligible
Institution"). In all cases of transfer by an attorney, the
original power of attorney, duly approved, or a copy thereof,
duly certified, shall be deposited and remain with the Warrant
Agent. In case of transfer by executors, administrators,
guardians or other legal representatives, duly authenticated
evidence of their authority shall be produced, and may be
required to be deposited and remain with the Warrant Agent in its
discretion. Upon any registration of transfer, the Warrant Agent
shall countersign and deliver a new Warrant or Warrants to the
persons entitled thereto.
2.3 Form of Warrant. The text of the Warrant and of
the Purchase Form shall be substantially as set forth in Exhibit
A attached hereto. The price per Warrant Share and the number of
Warrant Shares issuable upon exercise of each Warrant are subject
to adjustment upon the occurrence of certain events, all as
hereinafter provided. The Warrants shall be executed on behalf
of the Company by its Chief Executive Officer, its President or
one of its Vice Presidents, under its corporate seal reproduced
thereon attested by its Secretary or an Assistant Secretary. The
signature of any such officers on the Warrants may be manual or
facsimile.
Warrants bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such
individuals or any one of them shall have ceased to hold such
offices prior to the delivery of such Warrants or did not hold
such offices on the date of this Agreement.
Warrants shall be dated as of the date of
countersignature thereof by the Warrant Agent either upon initial
issuance or upon division, exchange, substitution or transfer.
SECTION 3. Countersignature of Warrants. The Warrants
shall be countersigned by the Warrant Agent (or any successor to
the Warrant Agent then acting as warrant agent under this
Agreement) and shall not be valid for any purpose unless so
countersigned. Warrants may be countersigned, however, by the
Warrant Agent (or by its successor as warrant agent hereunder)
and may be delivered by the Warrant Agent, notwithstanding that
the persons whose manual or facsimile signatures appear thereon
as proper officers of the Company shall have ceased to be such
officers at the time of such countersignature, issuance or
delivery. The Warrant Agent shall, upon written instructions of
the Chairman of the Board, the Chief Executive Officer, the
President, a Vice President, the Treasurer or the Secretary of
the Company, countersign, issue and deliver Warrants entitling
the Holders thereof to purchase not more than 4,400,000 Warrant
Shares (subject to adjustment pursuant to Section 10 hereof) and
shall countersign and deliver Warrants as otherwise provided in
this Agreement.
SECTION 4. Exchange of Warrant Certificates. Each
Warrant certificate may be exchanged for another certificate or
certificates entitling the Holder thereof to purchase a like
aggregate number of Warrant Shares as the certificate or
certificates surrendered then entitle such Holder to purchase.
Any Holder desiring to exchange a Warrant certificate or
certificates shall make such request in writing delivered to the
Warrant Agent, and shall surrender, properly endorsed, the
certificate or certificates to be so exchanged. Thereupon, the
Warrant Agent shall countersign and deliver to the person
entitled thereto a new Warrant certificate or certificates, as
the case may be, as so requested.
SECTION 5. Term of Warrants; Exercise of Warrants.
5.1 Term of Warrants. Subject to the terms of this
Agreement, each Holder shall have the right, which may be
exercised commencing the date of issuance of the Warrants and
until 5:00 P.M., Eastern Time, on September ___, 2001 (the
"Expiration Date"), to purchase from the Company the number of
fully paid and nonassessable Warrant Shares which the Holder may
at the time be entitled to purchase on exercise of such Warrants.
5.2 Exercise of Warrants. A Warrant may be exercised
upon surrender to the Warrant Agent, at its principal office, of
the certificate or certificates evidencing the Warrants to be
exercised, together with the form of election to purchase on the
reverse thereof duly filled in and signed, which signature shall
be guaranteed an Eligible Institution, and upon payment to the
Warrant Agent for the account of the Company of the Warrant Price
(as defined in and determined in accordance with the provisions
of Sections 9 and 10 hereof), for the number of Warrant Shares in
respect of which such Warrants are then exercised. Payment of
the aggregate Warrant Price shall be made in cash or by certified
or bank cashier's check drawn on a banking institution chartered
by the government of the United States or any state thereof.
Subject to Section 6 hereof, upon such surrender of
Warrants and payment of the Warrant Price as aforesaid, the
Warrant Agent shall cause to be issued and delivered with all
reasonable dispatch to or upon the written order of the Holder
and in such name or names as the Holder may designate, a
certificate or certificates for the number of full Warrant Shares
so purchased upon the exercise of such Warrants, together with
cash, as provided in Section 11 hereof, in respect of any
fractional Warrant Shares otherwise issuable upon such surrender.
Such certificate or certificates shall be deemed to have been
issued and any person so designated to be named therein shall be
deemed to have become a holder of record of such Warrant Shares
as of the date of the surrender of such Warrants and payment of
the Warrant Price, as aforesaid. The rights of purchase
represented by the Warrants shall be exercisable, at the election
of the Holders thereof, either in full or from time to time in
part and, in the event that a certificate evidencing Warrants is
exercised in respect of less than all of the Warrant Shares
purchasable on such exercise at any time prior to the date of
expiration of the Warrants, a new certificate evidencing the
remaining Warrant or Warrants will be issued, and the Warrant
Agent is hereby irrevocably authorized to countersign and to
deliver the required new Warrant certificate or certificates
pursuant to the provisions of this Section and of Section 3
hereof, and the Company, whenever required by the Warrant Agent,
will supply the Warrant Agent with Warrant certificates duly
executed on behalf of the Company for such purpose.
5.3 Restriction on Exercise. A Warrant may not be
exercised in whole or in part if in the reasonable opinion of
counsel to the Company the issuance of the Common Stock upon such
exercise would cause the Company to be in violation of the
Telecommunications Act of 1996 or the rules and regulations in
effect thereunder. A Holder desiring to exercise Warrants shall,
if requested by the Company, furnish to the Company such
additional information as the Company deems reasonably necessary
in order to determine if exercise of a Warrant may cause the
Company to be in said violation. In the event the Company's
counsel determines that, in such counsel's opinion after review
of such information, if any, requested by and delivered to, the
Company, the exercise of a Warrant would cause the Company to be
in violation of the Telecommunications Act of 1996 or the rules
and regulations in effect thereunder, the Company shall notify
such Holder and the Warrant Agent to that effect. Upon receipt
of said notice, such Holder may take such steps, at its own
expense, as it reasonably determines necessary so that the
exercise of the Warrant would not cause such a violation;
provided, that upon completion of said steps, such Holder shall
notify the Company and the Warrant Agent and the provisions of
this Section 5.3 shall then apply with respect to the proposed
revised transaction. Notwithstanding any provision of this
Section 5.3 to the contrary, the Warrant Agent shall have no
obligation to act pursuant to this Section 5.3 other than in
accordance with any notices duly given hereunder by the Company
and/or a Holder.
5.4 Legend on Certificate. The certificates
evidencing the Warrants may, in the sole discretion of the
Company, bear a legend relating to certain limitations on the
ownership of Common Stock imposed by the Telecommunications Act
of 1996. Upon notice by the Company to the Warrant Agent (which
notice shall contain the language constituting such legend), such
a legend shall be placed on all new Warrant certificates issued
after the Warrant Agent's receipt of such notice.
SECTION 6. Payment of Taxes. The Company will pay all
documentary stamp taxes, if any, attributable to the initial
issuance of Warrant Shares upon the exercise of Warrants;
provided, however, that the Company shall not be required to pay
any tax or taxes which may be payable in respect of any transfer
involved in the issue or delivery of any Warrants or certificates
for Warrant Shares in a name other than that of the registered
Holder of Warrants in respect of which such Warrant Shares are
issued.
SECTION 7. Mutilated or Missing Warrants. In case any
of the certificates evidencing the Warrants shall be mutilated,
lost, stolen or destroyed, the Company shall issue, and the
Warrant Agent shall countersign and deliver in exchange and
substitution for and upon cancellation of the mutilated Warrant
certificate, or in lieu of and substitution for the Warrant
certificate lost, stolen or destroyed, a new Warrant certificate
of like tenor and representing an equivalent right or interest,
but only upon receipt of evidence satisfactory to the Company and
the Warrant Agent of such loss, theft or destruction of such
Warrant and indemnity or bond, if requested, also satisfactory to
them. An applicant for such a substitute Warrant certificate
shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or the Warrant Agent
may prescribe.
SECTION 8. Reservation of Warrant Shares; Purchase, Call
and Cancellation of Warrants.
8.1 Reservation of Warrant Shares. There have been
reserved, and the Company shall at all times keep reserved, out
of its authorized Common Stock, a number of shares of Common
Stock sufficient to provide for the exercise of the rights of
purchase represented by the outstanding Warrants. The Transfer
Agent for the Common Stock and every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the
exercise of any of the rights of purchase aforesaid will be
irrevocably authorized and directed at all times to reserve such
number of authorized shares as shall be required for such
purpose. The Company will keep a copy of this Agreement on file
with the Transfer Agent for the Common Stock and with every
subsequent transfer agent for any shares of the Company's capital
stock issuable upon the exercise of the rights of purchase
represented by the Warrants. The Warrant Agent is hereby
irrevocably authorized to requisition from time to time from such
Transfer Agent the stock certificates required to honor
outstanding Warrants upon exercise thereof in accordance with the
terms of this Agreement. The Company will supply such Transfer
Agent with duly executed stock certificates for such purposes and
will provide or otherwise make available any cash which may be
payable as provided in Section 11 hereof. All Warrants
surrendered in the exercise of the rights thereby evidenced shall
be canceled by the Warrant Agent and shall thereafter be
delivered to the Company.
8.2 Purchase of Warrants by the Company. The Company
shall have the right, except as limited by law, other agreements
or herein, to purchase or otherwise acquire Warrants at such
times, in such manner and for such consideration as it may deem
appropriate.
8.3 Cancellation of Warrants. In the event the
Company shall purchase or otherwise acquire Warrants, the same
shall thereupon be delivered to the Warrant Agent and be canceled
by it and retired. The Warrant Agent shall cancel any Warrant
surrendered for exchange, substitution, transfer or exercise in
whole or in part, and shall thereafter deliver any such cancelled
Warrants to the Company.
SECTION 9. Warrant Price. The price per share at which
Warrant Shares shall be purchasable upon exercise of Warrants
shall be $28.00 (the "Warrant Price"), subject to adjustment
pursuant to Section 10 hereof.
SECTION 10. Adjustment of Warrant Price and Number of
Warrant Shares. The number and kind of securities purchasable
upon the exercise of each Warrant and the Warrant Price shall be
subject to adjustment from time to time upon the happening of
certain events, as hereinafter defined.
10.1 Mechanical Adjustments. The number of Warrant
Shares purchasable upon the exercise of each Warrant and the
Warrant Price shall be subject to adjustment as follows:
(a) In case the Company shall (i) pay a dividend
in shares of Common Stock or make a distribution in shares of
Common Stock, (ii) subdivide its outstanding shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into
a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities
of the Company (including any such reclassification in connection
with a consolidation or merger in which the Company is surviving
corporation), the number of Warrant Shares purchasable upon
exercise of each Warrant immediately prior thereto shall be
adjusted so that the Holder of each Warrant shall be entitled to
receive the kind and number of Warrant Shares or other securities
of the Company which he would have owned or have been entitled to
receive after the happening of any of the events described above,
had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto.
An adjustment made pursuant to this paragraph (a) shall become
effective immediately after the effective date of such event
retroactive to the record date, if any, or such event.
(b) In case the Company shall issue rights,
options or warrants to all holders of its outstanding Common
Stock, without any charge to such holders, entitling them (for a
period within 45 days after the record date mentioned below) to
subscribe for or purchase shares of Common Stock at a price per
share which is lower at the record date mentioned below than the
then current market price per share of Common Stock (as defined
in paragraph (d) below) the number of Warrant Shares thereafter
purchasable upon the exercise of each Warrant shall be determined
by multiplying the number of Warrant Shares theretofore
purchasable upon exercise of each Warrant by a fraction, of which
the numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights, options or
warrants plus the number of additional shares of Common Stock
offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights, options or
warrants plus the number of shares which the aggregate offering
price of the total number of shares of Common Stock so offered
would purchase at the then current market price per share of
Common Stock. Such adjustment shall be made whenever such
rights, options or warrants are issued, and shall become
effective retroactively immediately after the record date for the
determination of stockholders entitled to receive such rights,
options or warrants.
(c) In case the Company shall distribute to all
holders of its shares of Common Stock evidences of its
indebtedness or assets (excluding cash dividends or distributions
payable out of consolidated earnings or surplus legally available
for dividends and dividends or distributions referred to in
paragraph (a) above) or rights, options or warrants, or
convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock (excluding those
referred to in paragraph (b) above), then in each case the number
of Warrant Shares thereafter purchasable upon the exercise of
each Warrant shall be determined by multiplying the number of
Warrant Shares theretofore purchasable upon the exercise of each
Warrant, by a fraction, of which the numerator shall be the then
current market price per share of Common Stock (as defined in
paragraph (d) below) on the date of such distribution, and of
which the denominator shall be the then current market price per
share of Common Stock, less the then fair value (as determined by
the Board of Directors of the Company, whose determination shall
be conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights,
options or warrants, or of such convertible or exchangeable
securities applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made,
and shall become effective on the date of distribution
retroactive to the record date for the determination of
shareholders entitled to receive such distribution.
In the Company's sole discretion, in the event of
a distribution by the Company to all holders of its shares of
Common Stock of the capital stock of a subsidiary or securities
convertible into or exercisable for such stock, then in lieu of
an adjustment in the number of Warrant Shares purchasable upon
the exercise of each Warrant, the Holder of each Warrant, upon
the exercise thereof at any time after such distribution shall be
entitled to receive the stock or other securities to which such
Holder would have been entitled if such Holder had exercised such
Warrant immediately prior thereto, all subject to further
adjustment as provided in this subsection 10.1; provided,
however, that no adjustment in respect of dividends or interest
on such stock or other securities shall be made during the term
of a Warrant or upon the exercise of a Warrant.
(d) For the purpose of any computation under
paragraphs (b) and (c) of this Section, the current market price
per share of Common Stock at any date shall be the average of the
daily closing prices for 20 consecutive trading days commencing
30 trading days before the date of such computation. The closing
price for each day shall be the last reported sales price regular
way or, in case no reported sale takes place on such day, the
average of the closing bid and asked prices regular way for such
day, in each case on the principal national securities exchange
on which the shares of Common Stock are listed or admitted to
trading or, if not listed or admitted to trading, the average of
the closing bid and asked prices of the Common Stock in the over-
the-counter market as reported by NASDAQ or any comparable
system. In the absence of one or more such quotations, the
Company shall determine the current market price on the basis of
such quotations as it considers appropriate.
(e) No adjustment in the number of Warrant Shares
purchasable hereunder shall be required unless and until such
adjustment would require an increase or decrease of at least one
percent (1%) in the number of Warrant Shares purchasable upon the
exercise of each Warrant; provided, however, that any adjustments
which by reason of this paragraph (e) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment. All calculations shall be made to the nearest one-
thousandth of a share.
(f) Whenever the number of shares purchasable upon the
exercise of each Warrant is adjusted as provided in paragraphs
(a), (b) and (c) above, the Warrant Price payable upon exercise
of each Warrant shall be adjusted by multiplying such Warrant
Price immediately prior to such adjustment by a fraction, of
which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of each Warrant immediately prior
to such adjustment, and of which the denominator shall be the
number of Warrant Shares purchasable immediately thereafter.
(g) No adjustment in the number of Warrant Shares
purchasable upon the exercise of each Warrant need be made under
paragraphs (b) and (c) if the Company issues or distributes to
each Holder of Warrants the rights, options, warrants, or
convertible or exchangeable securities, or evidence of
indebtedness or assets referred to in those paragraphs which each
Holder of Warrants would have been entitled to receive had the
Warrants been exercised prior to the happening of such event or
the record date with respect thereto. No adjustment in the
number of Warrant Shares purchasable upon the exercise of each
Warrant need be made for sales of Warrant Shares pursuant to a
Company plan for reinvestment of dividends or interest. No
adjustment need be made for a change in the par value of the
Warrant Shares.
(h) For the purpose of this subsection 10.1, the term
"shares of Common Stock" shall mean (i) the class of stock
designated as the Common Stock of the Company at the date of this
Agreement, or (ii) any other class of stock resulting from
successive changes or reclassification of such shares consisting
solely of changes in par value, or from par value to no par
value, or from no par value to par value. In the event that at
any time, as a result of an adjustment made pursuant to paragraph
(a) above, the Holders shall become entitled to purchase any
shares of the Company other than shares of Common Stock,
thereafter the number of such other shares so purchasable upon
exercise of each Warrant and the Warrant Price of such shares
shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions
with respect to the Warrant Shares contained in paragraph (a)
through (c), inclusive, above, and the provisions of Section 5
and subsections 10.2 through 10.4, inclusive, with respect to the
Warrant Shares, shall apply on like terms to any such other
shares.
(i) Upon the expiration of any rights, options,
warrants or conversion or exchange privileges, if any thereof
shall not have been exercised, the Warrant Price and the number
of shares of Common Stock purchasable upon the exercise of each
Warrant shall, upon such expiration, be readjusted and shall
thereafter be such as it would have been had it been originally
adjusted (or had the original adjustment not been required, as
the case may be) as if (A) the only shares of Common Stock so
issued were the shares of Common Stock, if any, actually issued
or sold upon the exercise of such rights, options, warrants or
conversion or exchange rights and (B) such shares of Common
Stock, if any, were issued or sold for the consideration, if any,
actually received by the Company for the issuance, sale or grant
of all such rights, options, warrants or conversion or exchange
rights whether or not exercised; provided, further, that no such
readjustment shall have the effect of increasing the Warrant
Price by an amount in excess of the amount of the adjustment
initially made in respect to the issuance, sale or grant of such
rights, options, warrants or conversion or exchange rights.
10.2 Determination of Consideration. Upon any issuance
or sale for a consideration other than cash, or a consideration
part of which is other than cash, of any shares of Common Stock
or Convertible Securities or any rights or options to subscribe
for, purchase or otherwise acquire any shares of Common Stock or
Convertible Securities, the amount of the consideration other
than cash received by the Company shall be deemed to be the fair
value of such consideration as determined in good faith by the
Board of Directors of the Company. In case any shares of Common
Stock or Convertible Securities or any rights, options or
warrants to subscribe for, purchase or otherwise acquire any
shares of Common Stock or Convertible Securities shall be issued
or sold together with other shares, stock or securities or other
assets of the Company for a consideration which covers both, the
consideration for the issue or sale of such shares of Common
Stock or Convertible Securities or such rights or options shall
be deemed to be the portion of such consideration allocated
thereto in good faith by the Board of Directors of the Company.
10.3 Voluntary Adjustment by the Company. The Company
may at its option, at any time during the term of the Warrants,
reduce the then current Warrant Price to any amount deemed
appropriate by the Board of Directors of the Company.
10.4 Notice of Adjustment.
(a) Whenever the number of Warrant Shares purchasable
upon the exercise of each Warrant or the Warrant Price of such
shares is adjusted, as herein provided, to an extent that such
adjustment is equal to or greater than 1% of the Warrant Price in
effect prior to such adjustment, but is less than 5% of the
Warrant Price in effect prior to such adjustment, the Company
shall deliver to the Warrant Agent a certificate setting forth
the number of Warrant Shares purchasable upon the exercise of
each Warrant and the Warrant Price of such Warrant Shares after
such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by
which such adjustment was made. No notice of any such adjustment
or adjustments need be given to each Holder until such time as
all adjustments made pursuant to this Section 10.4(a) shall, in
the aggregate, be equal to or greater than 5% of the Warrant
Price in effect prior to all such adjustments, in which case the
aggregate of such adjustments shall be treated in the manner
provided in Section 10.4(b) below.
(b) Whenever the number of Warrant Shares purchasable
upon the exercise of each Warrant or the Warrant Price of such
Warrant Shares is adjusted, as herein provided, to an extent that
such adjustment is equal to or greater than 5% of the Warrant
Price in effect prior to such adjustment, the Company shall cause
the Warrant Agent promptly to mail by first class mail, postage
prepaid, to each Holder notice of such adjustment or adjustments
and shall deliver to the Warrant Agent a certificate of a firm of
independent public accountants selected by the Board of Directors
of the Company (who may be the regular accountants employed by
the Company) to compute such adjustment in accordance with the
terms of this Agreement and prepare a certificate setting forth
the number of Warrant Shares purchasable upon the exercise of
each Warrant and the Warrant Price of such Warrant Shares after
such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by
which such adjustment was made.
(c) Any certificate delivered pursuant to Sections
10.4(a) or (b) above shall be conclusive evidence of the
correctness of such adjustment. The Warrant Agent shall be
entitled to rely on any certificate delivered pursuant to this
Section 10.4 and shall be under no duty or responsibility with
respect to any such certificate, except to exhibit the same, from
time to time, to any Holder desiring an inspection thereof during
reasonable business hours. The Warrant Agent shall not at any
time be under any duty or responsibility to any Holders or to the
Company to calculate any adjustment or to determine whether any
facts exist which may require any adjustment of the Warrant Price
or the number of Warrant Shares or other stock or property
purchasable on exercise thereof, or with respect to the nature or
extent of any such adjustment when made, or with respect to the
method employed in making such adjustment.
10.5 No Adjustment of Dividends. Except as provided in
subsection 10.1, no adjustment in respect of any dividends shall
be made during the term of a Warrant or upon the exercise of a
Warrant.
10.6 Preservation of Purchase Rights Reclassification,
Consolidation, etc. In case of any consolidation of the Company
with or merger of the Company into another corporation or in case
of any sale, transfer or lease to another corporation of all or
substantially all the property of the Company, the Company or
such successor or purchasing corporation, as the case may be,
shall execute with the Warrant Agent an agreement that (i) each
Holder shall have the right thereafter upon payment of the
Warrant Price in effect immediately prior to such action to
purchase upon exercise of each Warrant the kind and amount of
shares and other securities and property (including cash) which
he would have owned or have been entitled to receive after the
happening of such consolidation, merger, sale, transfer or lease
had such Warrant been exercised immediately prior to such action;
or (ii) in the event that all of the property to which a Holder
would be entitled to receive in such an action had such Warrant
been exercised immediately prior to such action is cash, then
upon surrender of a certificate representing Warrants each Holder
shall be entitled to receive cash in the amount of the difference
between the amount which such Holder would have paid to exercise
such Warrants in full at the Warrant Price in effect immediately
prior to such action and the amount of cash which he would have
been entitled to receive after the happening of such
consolidation, merger, sale, transfer or lease had such Warrant
been exercised immediately prior to such action; provided,
however, that no adjustment in respect of dividends, interest or
other income on or from such shares or other securities and
property shall be made during the term of a Warrant or upon the
exercise of a Warrant. The Company shall mail by first class
mail, postage prepaid, to each Holder, notice of the execution of
any such agreement. Such agreement shall provide for
adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 10.
The provisions of this subsection 10.6 shall similarly apply to
successive consolidations, mergers, sales, transfers or leases.
The Warrant Agent shall be under no duty or responsibility to
determine the correctness of any provisions contained in any such
agreement relating to the kind or amount of shares of stock or
other securities or property receivable upon exercise of Warrants
or with respect to the method employed and provided therein for
any adjustments and shall be entitled to rely upon the provisions
contained in any such agreement.
10.7 Statement on Warrants. Irrespective of any
adjustments in the Warrant Price or the number or kind of shares
purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in the Warrants
initially issuable pursuant to this Agreement.
SECTION 11. Fractional Interests. The Company shall not
be required to issue fractional Warrant Shares on the exercise of
Warrants. If more than one Warrant shall be presented for
exercise in full at the same time by the same Holder, the number
of full Warrant Shares which shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so
presented. If any fraction of a Warrant Share would, except for
the provisions of this Section 11, be issuable on the exercise of
any Warrant (or specified portion thereof), the Warrant Agent
shall pay, upon receipt of good funds from the Company, an amount
in cash equal to the closing price for one share of the Common
Stock, as defined in paragraph (d) of subsection 10.1, on the
trading day immediately preceding the date the Warrant is
presented for exercise, multiplied by such fraction.
SECTION 12. No Rights as Stockholders; Notices to
Holders. Nothing contained in this Agreement or in any of the
Warrants shall be construed as conferring upon the Holders or
their transferees the right to vote or to receive dividends or to
consent or to receive notice as stockholders in respect of any
meeting of stockholders for the election of directors of the
Company or any other matter, or any rights whatsoever as
stockholders of the Company. If, however, at any time prior to
the expiration of the Warrants and prior to their exercise, any
of the following events shall occur:
(a) the Company shall declare any dividend payable in
any securities upon its shares of Common Stock or make any
distribution (other than a cash dividend as to which no
adjustment in the Warrant Price is to be made as herein provided)
to the holders of its shares of Common Stock; or
(b) the Company shall offer to the holders of its
shares of Common Stock any additional shares of Common Stock or
securities convertible into shares of Common Stock or any right
to subscribe thereto; or
(c) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation, merger,
transfer or lease of all or substantially all of its property,
assets, and business as an entirety) shall be proposed.
then in any one or more of said events the Company shall (a) give
notice in writing of such event to the Warrant Agent and the
Holders as provided in Section 18 hereof and (b) cause notice of
such event to be published once in The Wall Street Journal, such
giving of notice and publication to be completed at least 20 days
prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the stockholders
entitled to such dividend, distribution, or subscription rights,
or for the determination of stockholders entitled to vote on such
proposed dissolution, liquidation or winding up. Such notice
shall specify such record date or the date of closing the
transfer books, as the case may be. Failure to publish or mail
such notice or any defect therein or in the publication or
mailing thereof shall not affect the validity of any action taken
in connection with such dividend, distribution or subscription
rights, or such proposed dissolution, liquidation or winding up.
SECTION 13. Disposition of Proceeds on Exercise of
Warrants; Inspection of Warrant Agreement. The Warrant Agent
shall account to the Company with respect to Warrants exercised
two business days thereafter and concurrently pay to the Company
all monies received by the Warrant Agent for the purchase of the
Warrant Shares through the exercise of such Warrants.
The Warrant Agent shall keep copies of this Agreement and
any notices given or received hereunder available for inspection
by the Holders during normal business hours at its principal
office. The Company shall supply the Warrant Agent from time to
time with such numbers of copies of this Agreement as the Warrant
Agent may request.
SECTION 14. Merger or Consolidation or Change of Name of
Warrant Agent. Any corporation into which the Warrant Agent may
be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which
the Warrant Agent shall be a party, or any corporation succeeding
to the shareholder services business of the Warrant Agent, shall
be the successor to the Warrant Agent hereunder without the
execution or filing of any paper or any further act on the part
of any of the parties hereto, provided that such corporation
would be eligible for appointment as a successor Warrant Agent
under the provisions of Section 16 hereof. In case at the time
such successor to the Warrant Agent shall succeed to the agency
created by this Agreement, any of the Warrants shall have been
countersigned but not delivered, any such successor to the
Warrant Agent may adopt the countersignature of the original
Warrant Agent and deliver such Warrants so countersigned; and in
case at that time any of the Warrants shall not have been
countersigned, any successor to the Warrant Agent may countersign
such Warrants either in the name of the predecessor Warrant Agent
or in the name of the successor Warrant Agent; and in all such
cases Warrants shall have the full force provided in the Warrants
and in this Agreement.
In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrants shall have been
countersigned but not delivered, the Warrant Agent may adopt the
countersignatures under its prior name and deliver such Warrants
so countersigned; and in case at that time any of the Warrants
shall not have been countersigned, the Warrant Agent may
countersign such Warrants either in its prior name or in its
changed name; and in all such Warrants shall have the full force
provided in the Warrants and in this Agreement.
SECTION 15. Concerning the Warrant Agent. The Warrant
Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of
which the Company and the Holders, by their acceptance of
Warrants, shall be bound.
15.1 Correctness of Statements. The statements
contained herein and in the Warrants shall be taken as statements
of the Company and the Warrant Agent assumes no responsibility
for the correctness of any of the same except such as describe
the Warrant Agent or action taken by it. The Warrant Agent
assumes no responsibility with respect to the distribution of the
Warrants except as herein otherwise provided. The Warrant Agent
will have no obligation to make payment with respect to any
Warrants presented unless it shall have been provided by the
Company with the necessary funds to pay in full all amounts
payable with respect thereto.
15.2 Breach of Covenants. The Warrant Agent shall not
be responsible for any failure of the Company to comply with any
of the covenants contained in this Agreement or in the Warrant to
be complied with by the Company.
15.3 Performance of Duties. The Warrant Agent may
execute and exercise any of the rights or powers hereby vested in
it or perform any duty hereunder either itself or by or through
its attorneys or agents (which shall not include its employees)
and shall not be responsible for the misconduct or negligence of
any agent appointed with due care.
15.4 Reliance on Counsel. The Warrant Agent may
consult at any time with legal counsel satisfactory to it and the
Company (who may be counsel for the Company) and the Warrant
Agent shall incur no liability or responsibility to the Company
or to any Holder in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the
opinion or the advice of such counsel.
15.5 Proof of Actions Taken. Whenever in the
performance of its duties under this Agreement the Warrant Agent
shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be
deemed conclusively to be proved and established by a certificate
signed by the Chairman of the Board or President, a Vice
President, the Treasurer or the Secretary of the Company and
delivered to the Warrant Agent; and such certificate shall be
full authorization to the Warrant Agent for any action taken or
suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.
15.6 Compensation; Indemnity. The Company agrees to
pay the Warrant Agent reasonable compensation for all services
rendered by the Warrant Agent in the performance of its duties
under this Agreement in accordance with the fee schedule agreed
to from time to time by the Company and the Warrant Agent, to
reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature
reasonably incurred by the Warrant Agent in the performance of
its duties under this Agreement. The Company further covenants
and agrees to indemnify and hold the Warrant Agent harmless
against any costs, expenses (including reasonable expenses of
legal counsel), losses, or damages, which, without gross
negligence, willful misconduct, or bad faith on the part of the
Warrant Agent, may be paid, incurred, or suffered by, or to which
the Warrant Agent may become subject by reason of or as a result
of the administration of its duties hereunder or by reason of or
as a result of its compliance with the instructions set forth
herein or with any written or oral instructions delivered to the
Warrant Agent pursuant hereto, or as a result of defending its
actions as Warrant Agent hereunder, including any claim against
the Warrant Agent by any Holder.
15.7 Legal Proceedings. The Warrant Agent shall be
under no obligation to institute any action, suit or legal
proceeding or to take any other action likely to involve expense
unless the Company or one or more Holders shall furnish the
Warrant Agent with reasonable security and indemnity for any
costs and expenses which may be incurred, but this provision
shall not affect the power of the Warrant Agent to take such
action as the Warrant Agent may consider proper, whether with or
without any such security or indemnity. All rights of action
under this Agreement or under any of the Warrants may be enforced
by the Warrant Agent without the possession of any of the
Warrants or the production thereof at any trial or other
proceedings relative thereto, any such action, suit or proceeding
instituted by the Warrant Agent shall be brought in its name as
Warrant Agent, and any recovery of judgment shall be for the
ratable benefit of the Holders, as their respective rights or
interests may appear.
15.8 Other Transactions in Securities of Company. The
Warrant Agent and any stockholder, director, officer or employee
of the Warrant Agent may buy, sell or deal in any of the
Warrants, or other securities of the Company or become
pecuniarily interested in any transaction in which the Company
may be interested or contract with or lend money to the Company
or otherwise act as fully and freely as though it were not
Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.
15.9 Liability of Warrant Agent. The Warrant Agent
shall act hereunder solely as agent, and its duties shall be
determined solely by the provisions hereof. The Warrant Agent
shall not be liable for anything which it may do or refrain from
doing in connection with this Agreement except for its own
negligence or bad faith.
15.10 Reliance on Documents. The Warrant Agent
will not incur any liability or responsibility to the Company or
to any Holder for any action taken in reliance on any notice,
resolution, waiver, consent, order, certificate, or other paper,
documents or instrument reasonably believed by it to be genuine
and to have been signed, set or presented by the proper party or
parties.
15.11 Validity of Agreement. The Warrant Agent
shall not be under any responsibility in respect of the validity
of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Warrant Agent) or in respect of
the validity or execution of any Warrant (except its
countersignature thereof); nor shall the Warrant Agent by any act
hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Warrant Shares (or other
stock) to be issued pursuant to this Agreement or any Warrant, or
as to whether any Warrant Shares (or other stock) will, when
issued, be validly issued, fully paid and nonassessable, or as to
the Warrant Price or the number or amount of Warrant Shares or
other securities or other property issuable upon exercise of any
Warrant.
15.12 Instructions from Company. The Warrant Agent
is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from the
Chairman of the Board, the Chief Executive Officer, the
President, a Vice President, the Secretary or the Treasurer of
the Company, and to apply to such officer for advice or
instructions in connection with its duties, and shall not be
liable for any action taken or suffered to be taken by it in good
faith in accordance with instructions of any such officer or
officers.
SECTION 16. Change of Warrant Agent. The Warrant Agent
may resign and be discharged from its duties under this Agreement
by giving to the Company 30 days notice in writing. The Warrant
Agent may be removed by like notice to the Warrant Agent from the
Company. If the Warrant Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent. If the Company shall
fail to make such appointment within a period of 30 days after
such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated
Warrant Agent or by any Holder (who shall with such notice submit
his Warrant for inspection by the Company), then any Holder may
apply to any court of competent jurisdiction for the appointment
of a successor to the Warrant Agent. Any successor warrant
agent, whether appointed by the Company or such a court, shall be
a bank or trust company, in good standing, incorporated under the
laws of the United States of America or any state thereof and
having at the time of its appointment as warrant agent a combined
capital and surplus of at least $100,000,000. After appointment,
the successor warrant agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed, but the
former Warrant Agent shall deliver and transfer to the successor
warrant agent any property at the time held by it hereunder, and
execute and deliver for further assurance, conveyance, act or
deed necessary for the purpose. Failure to file any notice
provided for in this Section 16, however, or any defect therein,
shall not affect the legality or validity of the resignation or
removal of the Warrant Agent or the appointment of the successor
warrant agent, as the case may be. In the event of such
resignation or removal, the successor warrant agent shall mail,
by first class mail, postage prepaid, to each Holder, written
notice of such removal or resignation and the name and address of
such successor warrant agent.
SECTION 17. Identity of Transfer Agent. Forthwith upon
the appointment of any subsequent transfer agent for the Common
Stock, or any other shares of the Company's capital stock
issuable upon the exercise of the Warrants, the Company will file
with the Warrant Agent a statement setting forth name and address
of such subsequent transfer agent.
SECTION 18. Notices. Any notice pursuant to this
Agreement by the Company or by any Holder to the Warrant Agent,
or by the Warrant Agent or by any Holder to the Company, shall be
in writing and shall be delivered in person or by facsimile
transmission, or mailed first class, postage prepaid (a) to the
Company, at its offices at 1300 PNC Center, 201 East Fifth
Street, Cincinnati, Ohio 45202, Attention: Randy Michaels; or
(b) the Warrant agent, to KeyCorp Shareholder Services, Inc., 127
Public Square, 15th Floor, Cleveland, Ohio 44114. Each party
hereto may from time to time change the address to which notices
to it are to be delivered or mailed hereunder by notice to the
other party.
Any notice mailed pursuant to this Agreement by the Company
or the Warrant Agent to the Holders shall be in writing and shall
be mailed first class, postage prepaid, or otherwise delivered to
such Holders at their respective addresses on the books of the
Warrant Agent.
SECTION 19. Supplements and Amendments. The Company and
the Warrant Agent may from time to time supplement or amend this
Agreement without the approval of any Holder, in order to cure
any ambiguity or to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions in regard to
matters or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable and which shall not
be inconsistent with the provisions of the Warrants and which
shall not adversely affect the interests of the Holders.
This Agreement shall not otherwise be modified, supplemented
or altered in any respect except with the consent in writing of
the Holders of Warrants representing not less than 50% of the
Warrants then outstanding; and provided, further, that no change
in (i) the number or nature of the securities purchasable upon
the exercise of any Warrant, (ii) the Warrant Price therefor,
(iii) the acceleration of the Expiration Date, or (iv) the anti-
dilution provisions of Section 10 hereof which would adversely
affect the interests of any Holder shall be made without the
consent in writing of the Holder of the certificate representing
such Warrant, other than such changes as are specifically
prescribed by this Agreement as originally executed or are made
in compliance with applicable law.
SECTION 20. Successors. All the covenants and provisions
of this Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.
SECTION 21. Merger or Consolidation of the Company. The
Company will not merge or consolidate with or into, or sell,
transfer or lease all or substantially all of its property to,
any other corporation unless the successor or purchasing
corporation, as the case may be (if not the Company), shall
expressly assume, by supplemental agreement satisfactory in form
to the Warrant Agent and executed and delivered to the Warrant
Agent, the due and punctual performance and observance of each
and every covenant and condition of this Agreement to be
performed and observed by the Company.
SECTION 22. Applicable Law. This Agreement and each
Warrant issued hereunder shall be governed by and construed in
accordance with the laws of the State of Ohio, without giving
effect to principles of conflict of laws.
SECTION 23. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any person or corporation
other than the Company, the Warrant Agent, and the Holders any
legal or equitable right, remedy or claim under this Agreement;
but this Agreement shall be for the sole and exclusive benefit of
the Company, the Warrant Agent and the Holders of the Warrants.
SECTION 24. Counterparts. This Agreement may be executed
in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
SECTION 25. Captions. The captions of the Sections and
subsections of this Agreement have been inserted for convenience
only and shall have no substantive effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, all as of the day and year first
above written.
JACOR COMMUNICATIONS, INC..
By: /s/ R. Christopher Weber
[SEAL] Title: SVP and CFO
Attest:
/s/ Jon M. Berry
Assistant Secretary
KEYCORP SHAREHOLDER SERVICES,
INC.
as Warrant Agent
By: /s/ Debra A. Kindred
[SEAL] Title: Assistant Vice President
Attest:
/s/ Laura Kress
Secretary
EXHIBIT A TO THE WARRANT AGREEMENT
VOID AFTER 5:00 P.M. EASTERN TIME, SEPTEMBER ___, 2001
NUMBER WARRANTS
[ ] [ ]
JACOR COMMUNICATIONS, INC.
COMMON STOCK PURCHASE WARRANTS
This certifies that, for value received,
__________________________ or registered assigns (the "Holder"),
is entitled to purchase from Jacor Communications, Inc., a
Delaware corporation (the "Company"), at any time, at the
purchase price of $28.00 per share (the "Warrant Price"), the
number of shares of Common Stock, $.01 par value, of the Company
("Common Stock"), equal to the number of Warrants shown above
multiplied by the fraction .2035247. The fraction, the number of
shares purchasable upon exercise of the Warrants and the Warrant
Price are subject to adjustment from time to time as set forth in
the Warrant Agreement referred to below.
Warrants may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form
on the reverse side hereof duly executed, which signature shall
be guaranteed by a firm which is a member of a registered
national securities exchange or the National Association of
Securities Dealers, Inc. or by a commercial bank or trust company
having an office or correspondent in the United States which is a
participant in an approved Signature Guarantee Medallion Program,
and simultaneous payment of the Warrant Price at the principal
office of KeyCorp Shareholder Services, Inc. (the "Warrant
Agent") in the City of Cleveland, Ohio. Payment of such price
shall be made at the option of the Holder hereof in cash or by
certified or bank cashier's check drawn upon a bank chartered by
the government of the United States or any state thereof.
This Warrant Certificate is issued under and in accordance
with a Warrant Agreement dated as of September ___, 1996, between
the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which
the Holder of this Warrant Certificate by acceptance hereof
consents. A copy of the Warrant Agreement may be obtained by the
Holder hereof upon written request to the Company.
Upon any partial exercise of the Warrants evidenced by this
Warrant Certificate, there shall be countersigned and issued to
the Holder hereof a new Warrant Certificate for the shares of
Common Stock as to which the Warrants evidenced by this Warrant
Certificate shall not have been exercised. This Warrant
Certificate may be exchanged at the office of the Warrant Agent
by surrender of this Warrant Certificate properly endorsed either
separately or in combination with one or more other Warrant
Certificates for one or more new Warrant Certificates evidencing
the right of the Holder thereof to purchase the same aggregate
number of shares as were purchasable on exercise of the Warrants
evidenced by the Warrant Certificate or Certificates exchanged.
No fractional shares will be issued upon the exercise of any
Warrant, but the Company will pay the cash value thereof
determined as provided in the Warrant Agreement. This Warrant
Certificate is transferable at the office of the Warrant Agent in
the manner and subject to the limitations set forth in the
Warrant Agreement.
The Holder hereof may be treated by the Company, the Warrant
Agent, and all other persons dealing with this Warrant
Certificate as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented hereby, or
to the transfer hereof on the books of the Company any notice to
the contrary notwithstanding, and until such transfer on such
books, the Company may treat the Holder thereof as the owner for
all purposes.
Neither the Warrants nor this Warrant Certificate entitle
any Holder hereof to any of the rights of a stockholder of the
Company.
This Warrant Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the
Warrant Agent.
DATED:
COUNTERSIGNED:
KEYCORP SHAREHOLDER SERVICES, INC.
Warrant Agent
By:
Authorized Signature
JACOR COMMUNICATIONS, INC.
Attest: By:
Secretary Chief Executive Officer
JACOR COMMUNICATIONS, INC.
PURCHASE FORM
(To be executed upon exercise of Warrant)
Warrant Agent
The undersigned hereby irrevocably elects to exercise the
right to purchase shares of Common Stock
evidenced by the within Warrant Certificate, according to the
terms and conditions thereof, and herewith makes payment of the
purchase price in full by tendering cash or certified or bank
cashier's check drawn upon a bank chartered by the government of
the United States or any state thereof in the aggregate amount of
$ . The undersigned requests that
certificates for such shares of Common Stock shall be issued in
the name of
(Please print Name, Address and Social Security No.)
and, if said number of shares shall not be all the shares
purchasable thereunder, that a New Warrant Certificate for the
balance remaining of the shares purchasable under the within
Warrant Certificate be issued in the name of the undersigned
Warrantholder or his Assignee as below indicated and delivered to
the address stated below.
DATED: , ______
Name of Warrantholder or Assignee:
(Please Print)
Address:
Signature:
Signature Guaranteed: (The above signature must correspond
with the name as written upon the face of this Warrant
Certificate in every particular, without alteration or
enlargement or any change whatever, unless this Warrant
Certificate has been assigned.)
ASSIGNMENT
(To be signed only upon assignment of Warrant Certificate)
FOR VALUED RECEIVED, the undersigned hereby sells, assigns
and transfers unto
(Name and Address of Assignee Must be Printed or Typewritten)
the within Warrant Certificate, irrevocably constituting and
appointing
, Attorney to transfer said Warrant Certificate on the books of
the Company, with full power of substitution in the premises.
DATED: , ______
Signature:
Signature Guaranteed: (The above signature must
correspond with the name as
written on the face of this
Warrant Certificate in every
particular, without alteration or
enlargement or any change whatever.)
EXHIBIT 4.2
SUPPLEMENTAL AGREEMENT
This SUPPLEMENTAL AGREEMENT is made as of September 18,
1996, between JACOR COMMUNICATIONS, INC., a Delaware corporation
("Jacor Delaware") and KEYCORP SHAREHOLDER SERVICES, INC., a
Delaware corporation ("KeyCorp"), under the following
circumstances:
A. Jacor Delaware is the successor corporation to Jacor
Communications, Inc., an Ohio corporation ("Jacor Ohio"), as the
result of a merger of Jacor Ohio into Jacor Delaware which was
effected by the filing on the date hereof of a Certificate of
Merger with the Delaware Secretary of State and with the Ohio
Secretary of State.
B. Jacor Ohio was party to that certain Warrant Agreement
dated September 18, 1996 between Jacor Ohio and KeyCorp (the
"Warrant Agreement").
C. Jacor Delaware wishes to assume all duties,
obligations, covenants, conditions, rights, and interests of
Jacor Ohio under the Warrant Agreement.
D. KeyCorp is willing to consent to such assumption.
NOW, THEREFORE, in consideration of the premises and mutual
promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
expressly acknowledged, the parties hereby agree as follows:
Section 1. Assumption. Jacor Delaware hereby assumes and
agrees to duly and punctually perform and observe each and every
obligation, duty, covenant and condition of Jacor Ohio under the
Warrant Agreement.
Section 2. Consent. KeyCorp hereby consents to the
assumption by Jacor Delaware of the obligations, duties,
covenants and conditions of Jacor Ohio under the Warrant
Agreement.
Section 3. No Modification. Other than the assumption by
Jacor Delaware of the obligations, duties, covenants and
conditions of Jacor Ohio, the Warrant Agreement shall remain
unmodified and in full force and effect.
Section 4. Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Ohio, without giving effect to principles of conflict of
laws.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, all as of the day and year first
above written.
JACOR COMMUNICATIONS, INC., a
Delaware corporation
By: /s/ Jon M. Berry
Name: Jon M. Berry
Title: Senior Vice President
[SEAL]:
Attest:
By: /s/ R. Christopher Weber
Secretary
KEYCORP SHAREHOLDER SERVICES, INC.,
a Delaware corporation
By: /s/ Debra A. Kindred
Name: Debra A. Kindred
Title: Assistant Vice President
[SEAL]
Attest:
By: /s/ Laura Kress
Secretary
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Kirk Brewer
847-256-9282
JACOR COMMUNICATIONS COMPLETES
ACQUISITION OF CITICASTERS INC.
Combined Companies Announce Top Management Team
CINCINNATI, Sept. 18 -- Jacor Communications (NASDAQ: JCOR) today
announced it has received approval from the Federal
Communications Commission to proceed with its acquisition of
Citicasters Inc. (NASDAQ: CITI).
Jacor said it immediately closed the transaction through a merger
of Jacor's wholly owned acquisitions subsidiary with and into
Citicasters, as first announced in February. Jacor paid $29.50
cash per Citicasters share, plus one warrant per fully diluted
Citicasters share. Each warrant is exercisable for .2035247 of
Jacor common stock at an exercise price of $28.00 per full share
of Jacor common stock.
The transaction was funded primarily through the net proceeds of
Jacor's equity and debt offerings, completed in June, and through
borrowings of approximately $400 million under Jacor's credit
facilities.
Jacor is now the fourth-largest radio group in the country, with
66 radio stations and two television stations in 15 U.S. markets
(see accompanying table for a list of Jacor's stations, including
other pending acquisitions). The company holds the Number 1
radio market share in 10 of those markets. Combined net
revenues, excluding dispositions, during the 12 months ended June
30, 1996, were $320.3 million.
Jacor also announced new management appointments for the merged
companies, designed to "position Jacor very well as the company
continues its growth through mergers and acquisitions in the days
ahead," said Sheli Z. Rosenberg, Jacor's board chair. "We're
delighted to now be able to draw upon the significant and
complementary management resources of both companies, and are
very pleased to have assembled a team of unsurpassed talent and
experience."
Jacor's new top management team is as follows:
. Randy Michaels, 44, has been named Chief Executive Officer.
He previously was Jacor's President and Co-Chief Operating
Officer.
. Robert Lawrence, 44, has been named President and Chief
Operating Officer. Mr. Lawrence previously was Co-Chief Operating
Officer of Jacor.
. David Crowl, 42, has been named President of Jacor's newly
formed Radio Division. Mr. Crowl was president of Citicasters'
radio division.
- MORE -
. Chris Weber, 40, will remain Jacor's Senior Vice President
and Chief Financial Officer.
. Jerry Kersting, 46, has been named Senior Vice President.
He was Senior Vice President, Business Affairs with Citicasters.
. Jon Berry, 49, will remain Senior Vice President and
Treasurer of Jacor.
. Tom Owens, 41, will remain Vice President, Programming, of
Jacor.
. Nick Miller, 44, has been named Vice President, Marketing,
of Jacor. He held the same title with Citicasters.
. Bill Suffa, 39, has been named Vice President, Strategic
Development, of Jacor. He previously was a partner in the consulting
firm of Suffa and Cavell, a leading engineering consulting firm
involved in radio technology.
. Kirk Brewer, 41, has been named Director of Corporate
Communications and Investor Relations. He previously was Senior Vice
President of Corporate Communications for Anixter International, Inc.,
and is the principal of Core Communications, a communications
consulting firm.
Jacor Communications is headquartered in Cincinnati. Including
announced pending acquisitions, Jacor owns, operates, represents
or provides programming for 66 radio stations and two television
stations in 15 U.S. markets. The company plans to pursue growth
through continued acquisitions of complementary stations in its
existing markets, and radio groups or individual stations with
significant presence in other attractive markets.
JACOR COMMUNICATIONS, INC.
Atlanta, Georgia
640 WGST-AM (News/Talk)
94.9 WPCH-FM (Soft AC)
96.1 WKLS-FM (Rock)
105.7 WGST-FM (Simulcast WGST-AM) LMA
Georgia News Network (Satellite News Network)
Cincinnati, Ohio
550 WCKY-AM (News/Talk) 1360 WAOZ-AM (Children's) JSA
700 WLW-AM (News/Talk,Sports) 1530 WSAI-AM (Nostalgia) JSA
92.5 WOFX-FM (Classic Rock) 107.1 WAQZ-FM (Modern) JSA
94.1 WWNK-FM (AC)
101.9 WKRQ-FM (CHR)^
102.7 WEBN-FM (AOR)
Ch. 12 WKRC-TV (CBS)
Critical Mass Media
Duncan's American Radio
Columbus, Ohio
610 WTVN-AM (News/Talk/Sports)
1320 WLOH-AM (Talk/AC)
95.5 WHOK-FM (Country)
96.3 WLVQ-FM (Classic Rock)
98.9 WLLD-FM (Country)
Denver, Colorado
630 KHOW-AM (News/Talk) 93.3 KTCL-FM (Modern) JSA
760 KTLK-AM (News/Talk)
850 KOA-AM (News/Talk/Sports)
1190 KBCO-AM (News/Talk)
95.7 KHIH-FM (Smooth Jazz)
97.3 KBCO-FM (Adult Alternative)
103.5 KRFX-FM (Classic Rock)
106.7 KBPI-FM (Modern)
Jacksonville, Florida
1320 WJGR-AM (News/Talk/Sports)
1400 WZAZ-AM (Gospel)
92.7 WJBT-AM (Urban Contemporary)
99.1 WQIK-FM (Country)
101.5 WSOL-FM (Classic Soul/Smooth R&B)
Kansas City, Missouri
610 WDAF-AM (Country)
102.1 KYYS-FM (Rock)
Lexington, Kentucky
630 WLAP-AM (Sports
94.5 WMXL-FM (Hot AC)
100.1 WWYC-FM (Country)
Phoenix, Arizona
1440 KSLX-AM (Simulcast KSLX-FM)
100.7 KSLX-FM (Classic Rock)
Portland, Oregon
1190 KEX-AM (FS/AC)
100.3 KKRX-FM (CHR)
103.3 KKCW-FM (AC)
Sacramento, California
93.7 KRXQ-FM (Rock)
96.9 KSEG-FM (Classic Rock)
San Diego, California
690 XETRA-AM (Sports/Talk)
91.1 XETRA-FM (Modern)
93.3 KHTS-FM (Rhythmic)
Nova Marketing
Sarasota, Florida
1320 WAMR-AM (Oldies)
1450 WSPB-AM (News) **
92.1 WCTQ-FM (Country)
105.9 WEDD-FM (CP) *
106.3 WSRZ-FM (Oldies) **
107.9 WYNF-FM (Rock) **
St. Louis, Missouri
1600 KATZ-AM (Black Information Radio)
100.3 KATZ-FM (R&B/Classic Soul)
107.7 KMJM-FM (Urban Contemporary)
Tampa, Florida
970 WFLA-AM (News/Talk/Sports)
93.3 WFLZ-FM (CHR)
97.9 WXTB-FM (Rock
103.5 WDUV-FM (Easy Listening/Nostalgia)
105.5 WTBT-FM (Classic Rock)
Ch. 10 WTSP-TV (CBS)
Toledo, Ohio
1230 WCWA-AM (Nostalgia/Talk) *** LMA
1370 WSPD-AM (News/Talk)
92.5 WVKS-AM (CHR)
101.5 WRVF-FM (Soft Rock)
104.7 WIOT-FM (Rock) *** LMA
^ WKRQ-FM to be sold under DOJ consent decree
Acquisitions pending regulatory approval (as of 9/18/96)
* Sarasota-Charlotte Broadcast Corp.
** New Wave Communications
*** Enterprise Media
