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: July 15, 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
On July 15, 1996 Jacor Communications, Inc. (the "Company")
completed its acquisition of all of the outstanding securities of
Noble Broadcast Group, Inc. ("Noble"). 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-K filed with the Securities and Exchange
Commission on March 6, 1996, and as amended thereafter.
Having completed the Noble acquisition, Noble is now a
wholly owned subsidiary of Jacor through which Jacor acquired
ownership of 10 additional radio stations including KBCO AM/FM,
KHIH-FM and KHOW-AM, Denver, KMJM-FM, KATZ-AM and KATZ-FM, St.
Louis, and WVKS-FM, WRVF-FM and WSPD-AM, Toledo. As part of the
Noble acquisition, Jacor also previously acquired an exclusive
sales agency agreement pursuant to which Jacor now provides
programming and sells the air time for radio stations XETRA-AM
and XETRA-FM, San Diego.
The acquisition was valued at approximately $152.0 million,
approximately $139.5 million of which was paid in February 1996.
Jacor funded the balance of the purchase price with a portion of
the proceeds from its June 1996 public offerings of common stock,
liquid yield option notes and senior subordinated notes.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 First Amendment to Stock Purchase and Stock and Warrant
Redemption Agreement among the Company, Prudential Venture
Partners II, L.P., Northeast Ventures, II, John T. Lynch, Frank
A. DeFrancesco, Thomas R. Jiminez, William R. Arbenz, CIHC,
Incorporated, Bankers Life Holding Corporation and Noble
Broadcast Group, Inc. dated as of July 8, 1996.
99.1 Press Release dated July 16, 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.
July 29, 1996 By: ___/s/ R. Christopher Weber_______
R. Christopher Weber, Senior Vice
President and Chief Financial
Officer
EXHIBIT 2.1
FIRST AMENDMENT TO
STOCK PURCHASE AND STOCK AND WARRANT REDEMPTION AGREEMENT
This First Amendment (this "Amendment") to that certain
Stock Purchase and Stock and Warrant Redemption Agreement dated
as of February 20, 1996 by and among Jacor Communications, Inc.,
an Ohio corporation ("Buyer"), Prudential Venture Partners II,
L.P., a limited partnership, Northeast Ventures, II, a limited
partnership,John T. Lynch ("Lynch"), Frank A. De Francesco ("De
Francesco"), Thomas R. Jimenez ("Jimenez"), William R. Arbenz
("Arbenz," and together with Lynch, De Francesco and Jimenez, the
"Class B Shareholders"), CIHC Incorporated, a Delaware
corporation, Bankers Life Holding Corporation, a Delaware
corporation, and Noble Broadcast Group, Inc., a Delaware
corporation (the "Company")(the "Stock Purchase Agreement"), is
entered into as of July 8, 1996 by and among Buyer, the Company,
Lynch, De Francesco, Jimenez, Arbenz and Phillip H. Banks as
trustee ("Trustee"). Unless specifically designated otherwise,
capitalized terms used herein shall have the same meanings
ascribed to them in the Stock Purchase Agreement.
RECITALS
A. As provided in the Stock Purchase Agreement, at the
Redemption Closing the Class B Shareholders entered into that
certain Stock Escrow and Security Agreement, dated as of February
20, 1996, by and among Buyer, the Company, the Class B
Shareholders, Trustee and The Fifth Third Bank as escrow agent
("Stock Escrow Agent") (the"Stock Escrow and Security
Agreement"). Pursuant to the Stock Escrow and Security
Agreement, the Class B Shareholders deposited into escrow all of
the Class B Stock owned by the Class B Shareholders, along with
related stock transfer documents to be held and distributed by
the Stock Escrow Agent as provided therein.
B. Pursuant to the terms of the Stock Escrow and Security
Agreement,on February 28, 1996 (the "Substitution Date"),
subsequent to receipt of FCC Approval (as defined in the Stock
Escrow and Security Agreement), the Class B Shareholders
transferred their Class B Stock to the Trustee, and the Stock
Escrow Agent registered the Class B Stock in the name of the
Trustee. On the Substitution Date, the Trustee prepared,
executed and delivered to the Escrow Agent substitute
Endorsements (as defined in the Stock Escrow and Security
Agreement) in favor of Buyer.
C. The Stock Purchase Agreement and the Stock Escrow and
Security Agreement together require the following actions to be
taken upon the occurrence of the Stock Closing: (i) Buyer to pay
for the benefit of the Trustee and the Class B Shareholders, as
beneficiaries of the Trust Agreement dated February 20, 1996,
among Lynch, De Francesco, Jimenez, and Arbenz, and their
respective spouses, as co-grantors, and the Trustee (the "Trust
Agreement") the Net Stock Purchase Payment by delivering the same
to the Stock Escrow Agent, who in turn (assuming that there is
then no Defaulting Stock Seller, as defined in the Stock Escrow
and Security Agreement) is required to pay such amount to the
Shareholder's Representative on behalf of the Trustee and for the
benefit of the Class B Shareholders, as beneficiaries under the
Trust Agreement; and (ii) the Trustee (or the Stock Escrow Agent,
on the Trustee's behalf) to deliver the Class B Stock to the
Buyer, properly endorsed or accompanied by stock powers
sufficient for, as applicable, the transfer of good and
marketable title to the Class B Stock to Buyer on the books of
the Company.
D. The parties desire to amend the Stock Purchase Agreement
to provide for and to effect a closing prior to the Stock Closing
pursuant to which: (i) the Trustee will sell to Buyer fourteen
and nine-tenths percent (14.9%) of the shares of Class B Stock
(the "Advance Class B Stock"); and (ii) in consideration for the
Advance Class B Stock, Buyer will pay to the Class B
Shareholders, at the direction of the Trustee and the
Shareholders Representative, fourteen and nine-tenths percent
(14.9%) of the Stock Purchase Price (the "Advance Stock Purchase
Price"), all according to the terms and subject to the conditions
set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
covenants and conditions hereinafter set forth and other good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree to amend and
modify the Stock Purchase Agreement as set forth below:
1. Purchase and Sale of Advance Stock.
1.1. Purchase and Sale. At the Advance Stock Closing
(as defined in Section 3 below), upon all of the terms and
subject to all of the conditions set forth herein, the Trustee
will sell, assign, transfer and deliver to Buyer, and Buyer will
purchase from the Trustee, thirty-seven thousand eight hundred
forty-nine (37,849) of the issued and outstanding shares of
Advance Class B Stock currently held by Stock Escrow Agent, of
which: (i) thirty-four thousand one hundred forty-five (34,145)
shares are attributable to Lynch; (ii) three thousand three
hundred two (3,302) shares are attributable to De Francesco;
(iii) two hundred one (201) shares are attributable to Arbenz;
and (iv) two hundred one (201) shares are attributable to
Jimenez.
1.2. Advance Stock Purchase Price; Allocation of
Advance Stock Purchase Price.
1.2.1. In consideration for receiving good and
marketable title to the Advance Class B Stock, free and clear of
all liens, charges, encumbrances and restrictions of any kind,
Buyer shall pay to the Class B Shareholders, at the direction of
the Trustee and Shareholders Representative made hereby, on
behalf of the Class B Shareholders, as beneficiaries of the Trust
Agreement, the Advance Stock Purchase Price equal to One Million
Eight Hundred Fifty-Eight Thousand Three Hundred Twenty-Nine
Dollars and Twenty-Nine Cents ($1,858,329.29), of which: (i) One
Million Six Hundred Seventy-Six Thousand Five Hundred Three
Dollars and Eighty-Five Cents ($1,676,503.85) is attributable to
Lynch; (ii) One Hundred Sixty-Two Thousand One Hundred Two
Dollars and Eighty-Eight Cents ($162,102.88) is attributable to
De Francesco; (iii) Nine Thousand Eight Hundred Sixty-One Dollars
and Twenty-Eight Cents ($9,861.28) is attributable to Arbenz; and
(iv) Nine Thousand Eight Hundred Sixty-One Dollars and Twenty-
Eight Cents ($9,861.28) is attributable to Jimenez. The Advance
Stock Purchase Price shall be paid at the Advance Stock Closing
by wire transfer of funds in accordance with wiring instructions
provided by the Shareholders Representative to Buyer prior to the
Advance Stock Closing.
1.2.2. The allocation of the Advance Stock Purchase
Price among the Class B Shareholders shall be as set forth in
Section 1.2.1 above; provided, however, that Buyer's obligations
with respect to payment of the Advance Stock Purchase Price shall
terminate upon confirmation of receipt of the wired funds, and
Buyer shall have no obligation or liability to the Trustee or any
Class B Shareholder with respect to the ultimate distribution of
such payment among the Class B Shareholders.
1.3. Stock Purchase Price; Net Stock Purchase Payment.
Upon the completion of the Advance Stock Closing, the amount of
the Stock Purchase Price and the amount of the Net Stock Purchase
Payment (but not the amount of the Stock Purchase Escrow
Consideration, which shall remain unaffected by this Amendment)
shall be reduced by the amount of the Advance Stock Purchase
Price and for purposes of the executory provisions of the Stock
Purchase Agreement shall be allocated as set forth on Schedule 1
attached hereto.
1.4. Stock Escrow and Security Agreement.
Notwithstanding anything to the contrary set forth above, the
delivery of the Advance Class B Stock from the Trustee to Buyer
and the payment of the Advance Stock Purchase Price by Buyer to
the Class B Shareholders shall be administered by the Stock
Escrow Agent pursuant to that certain First Amendment to Stock
Escrow and Security Agreement of even date herewith by and among
the parties to the Stock Escrow and Security Agreement. In the
event that there is any discrepancy between the terms and
conditions hereof and the terms and conditions of the First
Amendment to Stock Escrow and Security Agreement regarding such
transfer and delivery, the terms and conditions of the First
Amendment to Stock Escrow and Security Agreement shall prevail.
2. Conditions to Advance Stock Closing.
2.1. Conditions Precedent to the Obligations of the
Class B Shareholders at the Advance Stock Closing. The
obligation of the Trustee to sell, assign, transfer and deliver
the Class B Stock, as applicable, to Buyer pursuant to Section 1
hereof is subject to the fulfillment, simultaneously with the
execution hereof, of each of the following conditions:
2.1.1. Buyer shall have delivered to the Class B
Shareholders a letter from Graydon, Head & Ritchey, in form and
substance reasonably satisfactory to the Class B Shareholders,
reaffirming as of the Advance Stock Closing Date (as defined in
Section 3 hereof) each of the opinions rendered by such firm in
the opinion letter referred to in Section 9.1.11 of the Stock
Purchase Agreement.
2.1.2. Buyer shall have delivered the Advance
Stock Purchase Price in accordance with the wiring instructions
provided by Shareholders Representative pursuant to Section 1.2.1
above.
2.2. Conditions Precedent to the Obligations of Buyer
at the Advance Stock Closing. The obligation of Buyer to
purchase the Advance Class B Stock from the Class B Shareholders
pursuant to Section 1 hereof is subject to the fulfillment,
simultaneously with the execution hereof, of each of the
following conditions:
2.2.1. The Company and the Class B Shareholders
shall have delivered to Buyer a letter from Gray Cary Ware &
Freidenrich, in form and substance reasonably satisfactory to
Buyer, reaffirming as of the Advance Stock Closing Date each of
the opinions rendered by such firm in the opinion letter referred
to in Section 9.2.16 of the Stock Purchase Agreement.
2.2.2. The Company and the Class B Shareholders
shall have delivered to Buyer a letter from Haley, Bader & Potts,
in form and substance reasonably satisfactory to Buyer,
reaffirming as of the Advance Stock Closing Date each of the
opinions rendered by such firm in the opinion letter referred to
in Section 9.2.17 of the Stock Purchase Agreement.
2.2.3. The Trustee (or the Stock Escrow Agent, as
appropriate) shall have delivered to Buyer certificates
representing all of the Advance Class B Stock, either registered
in the name of the Buyer or properly endorsed or accompanied by
stock powers sufficient for, as applicable, the transfer of good
and marketable title to the Advance Class B Stock to Buyer on the
books of the Company.
3. Advance Stock Closing. The purchase and sale of the
Advance Class B Stock contemplated in Section 1.1 above (the
"Advance Stock Closing") shall occur on the date hereof (the
"Advance Stock Closing Date") and simultaneously with the
execution hereof, at __:00 a.m. eastern time in the offices of
Graydon, Head & Ritchey in Cincinnati, Ohio or at such other
place or in such other manner as the parties hereto may agree in
writing. In the event that the parties conduct the Advance Stock
Closing through the exchange of signatures by facsimile, the
parties agree to promptly provide original signature pages to all
of the documents delivered in connection with the Advance Stock
Closing.
4. Confirmation of Stock Purchase Agreement; Conflict of
Terms; Further Assurances.
4.1. Confirmation; Conflict. Except as expressly
modified by this Amendment, the terms and provisions of the Stock
Purchase Agreement are hereby reaffirmed. If and to the extent
that any term or provision of this Amendment conflicts with any
term or provision of the Stock Purchase Agreement, then any such
term or provision of the Stock Purchase Agreement will be deemed
to have been supplemented and amended by the terms and provisions
of this Amendment. Such supplementation and amendment will be
automatic and without the need for further action or
documentation by any of the parties.
4.2. Further Assurances. Each party to this Amendment
agrees that, if at any time and from time to time after the date
of this Amendment, any party hereto reasonably determines that
any further conveyance, assignment or other document or any
further action is necessary or desirable to carry out the
purposes of and to make effective the transactions contemplated
in this Amendment, the parties agree to execute and deliver all
such instruments and to take all such actions as may be
reasonably necessary or advisable for such purpose, including,
but not limited to, causing appropriate third parties to execute
and deliver all such instruments and to take all such actions.
5. Reservations of Rights. The parties to this Amendment
acknowledge and agree that, except as expressly set forth in this
Amendment, each of the parties hereby reserves all such party's
rights under and in connection with the Stock Purchase Agreement,
and nothing in this Amendment, including but not limited to the
occurrence of the Advance Stock Closing, shall constitute a
waiver of any of such party's rights under or in connection with
the Stock Purchase Agreement, or a waiver of any of the
conditions to the Stock Closing set forth in the Stock Purchase
Agreement.
6. Counterparts. This Amendment may be executed in as
many counterparts as may be required, and each such counterpart
hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but a single agreement.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.
"BUYER" "THE CLASS B SHAREHOLDERS"
JACOR COMMUNICATIONS, INC.,
an Ohio corporation
By: /s/ R. Christopher Weber /s/ John T. Lynch
R. CHRISTOPHER WEBER JOHN T. LYNCH
Its: Senior Vice President
"THE COMPANY" /s/ Frank A. De Francesco
FRANK A. DE FRANCESCO
NOBLE BROADCAST GROUP, INC.,
a Delaware corporation
By: /s/ John T. Lynch
JOHN T. LYNCH, President
/s/ Thomas R. Jimenez
THOMAS R. JIMENEZ
/s/ Phillip H. Banks
PHILLIP H. BANKS, Trustee
/s/ William R. Arbenz
WILLIAM R. ARBENZ
[COUNTERPART SIGNATURE PAGE TO FIRST AMENDMENT TO STOCK
PURCHASE AND STOCK AND WARRANT REDEMPTION AGREEMENT]
<TABLE>
Schedule 1
<CAPTION>
SCHEDULE 1
ALLOCATION OF STOCK PURCHASE PRICE AMONG CLASS B
SHAREHOLDERS ADJUSTED FOR ADVANCE STOCK CLOSING
Advance Stock
Stock Purchase Purchase Escrow Net Stock
Price to Be Consideration Purchase Price
Class B Gross Stock Paid at Advance to be Paid at to be Paid at
Shareholder Percentage Purchase Price Stock Closing Stock Closing Stock Closing
<S> <C> <C> <C> <C> <C>
John T. Lynch 0.902156496 $11,251,703.66 $1,676,503.85 $471,264.01 $9,103,935.80
Frank A. De Francesco 0.087230438 $ 1,087,938.78 $ 162,102.88 $ 45,566.79 $ 880,269.11
William R. Arbenz 0.005306532 $ 66,183.12 $ 9,861.28 $ 2,772.09 $ 53,549.75
Thomas R. Jimenez 0.005306532 $ 66,183.12 $ 9,861.28 $ 2,772.09 $ 53,549.75
</TABLE>
Exhibit 99.1
FOR IMMEDIATE RELEASE
JACOR FINALLY DOES NOBLE DEED
JACOR COMMUNICATIONS, INC. (NASDAQ-JCOR), July 16, 1996
announces the completion of its acquisition of Noble Broadcast
Group. Noble is the owner of 10 radio stations including KBCO
AM/FM, KHIH-FM, and KHOW-AM Denver, KMJM-FM, KATZ-FM and KATZ-AM
St. Louis, WVKS-FM, WRVF-FM and WSPD-AM Toledo. As part of the
Noble acquisition, Jacor also previously acquired an exclusive
sales agency agreement pursuant to which Jacor now provides
programming and sells the air time for radio stations XETRA-AM
and XETRA-FM, San Diego.
The transaction is valued at approximately $152 million,
approximately $139.5 million of which was paid in February 1996.
Jacor funded the balance of the purchase price with a portion of
the proceeds from its recent public offerings.
Jacor President Randy Michaels comments, "This deal
perfectly complements our existing Denver holdings and delivers a
strong basis for continued consolidations in St. Louis and
Toledo. We're really looking forward to working with Jacor Vice-
Chairman John Lynch on further strategies for growth as well as
development of existing properties."
Jacor Communications is headquartered in Cincinnati. Jacor
plans to pursue growth through continued acquisitions of
complementary stations in its existing markets, and radio groups
or individual stations with significant presence in attractive
markets.
FOR FURTHER INFORMATION CONTACT:
Chief Financial Officer
R. Christopher Weber
(513) 621-1300
