FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-12404
JACOR COMMUNICATIONS, INC.
RETIREMENT PLAN
Jacor Communications, Inc.
201 East Fifth Street, - Suite 1300
Cincinnati, Ohio 45202
Financial Statements, Schedules and Exhibits. Page No.
(a) Financial Statements:
Report of Independent Accountants 3
Statements of Net Assets Available for Plan Benefits
as of December 31, 1995 and 1994 4 and 5
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1995 6
Notes to Financial Statements 7
(b) Supplemental Schedules:
Item 27a - Schedule of Investments 12
Item 27d - Schedule of Plan Transactions in Excess
of 5% of Current Value of Plan Assets 13
(c) Exhibits:
Exhibit No. Exhibit
23 Consent of Coopers & Lybrand, L.L.P.
Independent Accountants 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Administrator has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
JACOR COMMUNICATIONS, INC.
RETIREMENT PLAN
DATE: June 27, 1996 BY: /s/ R. Christopher Weber
R. Christopher Weber
Plan Administrator
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
Jacor Communications, Inc. Retirement Plan
We have audited the accompanying statements of net assets
available for plan benefits of Jacor Communications, Inc.
Retirement Plan as of December 31, 1995 and 1994 and the related
statement of changes in net assets available for plan benefits
for the year ended December 31, 1995. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits as of December 31, 1995 and 1994, and
the changes in net assets available for plan benefits for the
year ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules as listed on page 2 are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The fund information in the statement of net assets
available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Cincinnati, Ohio
June 21, 1996
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1994
<CAPTION>
Company Stock Company Stock Stable Inter-
Fund-Employer Fund-Participant Asset national Balanced Growth Loan
Contributions Contributions Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value
(note 3):
Temporary cash investments $ 16,033 $ 6,874 $14,730 $ 13,395 $ 8,579 $ 59,611
Common stock of participating
employer 830,629 499,790 1,330,419
Warrants to purchase shares
of common stock of
participating employer 325,049 603,323 928,372
Mutual funds $361,131 91,013 1,045,529 929,805 2,427,478
Loans to participants $13,236 13,236
Total investments 1,171,711 1,109,987 361,131 105,743 1,058,924 938,384 13,236 4,759,116
Net assets available for plan
benefits (note 1) $1,171,711 $1,109,987 $361,131 $105,743 $1,058,924 $938,384 $13,236 $4,759,116
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1995
<CAPTION>
Company Stock Company Stock Stable Inter-
Fund-Employer Fund-Participant Asset national Balanced Growth Loan
Contributions Contributions Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value
(note 3):
Temporary cash investments $ 15,808 $ 2,889 $4,583 $ 14,738 $ 4,872 $ 42,890
Common stock of participating
employer 1,364,878 738,693 2,103,571
Warrants to purchase shares
of common stock of
participating employer 349,648 651,629 1,001,277
Mutual funds $ 516,863 321,019 1,815,491 1,705,594 4,358,967
Loans to participants $23,463 23,463
Total investments 1,730,334 1,393,211 516,863 325,602 1,830,229 1,710,466 23,463 7,530,168
Contributions receivable 29,274 29,274
Net assets available for plan
benefits (note 1) $1,759,608 $1,393,211 $ 516,863 $325,602 $1,830,229 $1,710,466 $23,463 $7,559,442
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1995
<CAPTION>
Company Stock Company Stock Stable Inter-
Fund-Employer Fund-Participant Asset national Balanced Growth Loan
Contributions Contributions Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fund balances, December 31, 1994 $1,171,711 $1,109,987 $361,131 $105,743 $1,058,924 $938,384 $13,236 $4,759,116
Investment income:
Net appreciation
in fair value of investments
(note 3) 321,797 262,618 -0- 27,069 256,882 295,799 1,164,165
Interest 351 165 26,647 367 661 680 935 29,806
Dividends 6,504 84,436 32,684 123,624
Contributions:
Employer 364,288 364,288
Participant 111,236 175,888 198,824 467,643 478,622 1,432,213
Benefits paid to participants
(note 1) (68,562) (82,528) (30,462) (15,237) (47,203) (69,778) (313,770)
Interfund transfers, net (29,977) (8,267) (16,341) 2,332 8,886 34,075 9,292 -0-
Fund balances, December 31, 1995 $1,759,608 $1,393,211 $516,863 $325,602 $1,830,229 $1,710,466 $23,463 $ 7,559,442
See accompanying notes to financial statements.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following describes the significant accounting policies
followed in the preparation of these financial statements.
Investments Valuation
Investments in securities (common stock and mutual funds)
are valued at the last reported sales price on the last
business day of the year.
Investments, at fair value, which represent greater than 5%
of plan assets at December 31, 1995 consist of the
following:
Jacor Common Stock $ 3,104,848
CIGNA Guaranteed Long Term
Account 516,863
American Funds - American
Balanced Fund 1,815,491
American Funds - The Growth
Fund of America 1,705,594
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the dates of the
financial statements and the reported amounts of
contributions and investment earnings and expenses during
the reporting periods. Actual results could differ from
those estimates.
NOTES TO FINANCIAL STATEMENTS, Continued
Other
Purchases and sales of securities are reflected on a trade
date basis. Gain or loss on sales of securities is based on
specific identification of cost for common stock of the
Company and average cost for other securities.
The Plan presents in the statement of changes in net assets
the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those
investments.
2. TAX STATUS:
The Plan has received a favorable determination for
qualification under Sections 401(a) and 401(k) (dated June 7,
1995) of the Internal Revenue Code and the related trust is
exempt from federal income taxes under provisions of Section
501(a) of the Internal Revenue Code.
3. DESCRIPTION OF PLAN:
The following description of the Jacor Communications, Inc.
Retirement Plan provides only general information.
Participants should refer to the Prospectus covering the
Plan and the Summary Plan Description for a more complete
description of the Plan's provisions.
A. GENERAL - The Plan is a defined contribution plan
covering all employees of the Company who meet the
minimum eligibility requirements of age 21 and twelve
consecutive months of employment with a minimum of
1,000 hours of service in such twelve-month period. It
is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The contributions
and earnings are taxable to the participants, subject
to certain exceptions, upon withdrawal from the Plan.
NOTES TO FINANCIAL STATEMENTS, Continued
B. CONTRIBUTIONS - Participants in the Plan may elect to
contribute a percentage of their pretax earnings to the
Plan. Currently, the Company, at the discretion of the
Board of Directors, is matching fifty percent of the
employee's elective contribution up to three percent of
their annual eligible compensation. Additional
amounts may be contributed by the employer from current
or accumulated earnings and profits for the benefit of
all employees.
C. PARTICIPANTS' ACCOUNTS - Each participant's account is
credited with the participant's contribution, the
Company's matching contribution, an allocation of any
additional Company contribution, and plan earnings or
losses. Allocations are based on participant's
earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that
can be provided from the participant's account.
D. VESTING - Participants are immediately vested in their
accounts.
E. PAYMENT OF BENEFITS - On termination of service, a
participant will receive a lump sum benefit payment no
later than sixty days subsequent to the end of the plan
year in which the termination is effective.
F. RIGHT TO TERMINATE - Although there are no current
plans to do so, the employer, in accordance with the
procedure set forth in the Plan, may terminate the Plan
at any time. If the Plan should happen to terminate,
participants will receive the full value of the vested
interest as of the appropriate valuation date.
4. EXPENSES OF THE PLAN:
Currently, the employer pays all administrative expenses of
the Plan.
NOTES TO FINANCIAL STATEMENTS, Continued
5. PARTICIPANT DATA:
At December 31, 1995, the number of employees participating
by investment direction was:
Stable Asset Fund 193
International Fund 150
Balanced Fund 326
Growth Fund 309
Company Stock Fund 477
6. PLAN AMENDMENTS:
On January 26, 1995, the Plan was amended (1) to modify the
definition of compensation and (2) to permit the Plan to
delay the distribution to any Participant who has committed
an act of dishonesty or fraud in connection with his
employment.
On May 2, 1995, the Plan was amended in several technical
respects in order to obtain the issuance of a favorable
determination letter from the Internal Revenue Service with
respect to the Plan.
On July 31, 1995, the Plan was amended (1) to modify the
definition of plan administrator and (2) to credit service
with certain predecessor employers as service with Jacor.
7. TRANSACTIONS WITH PERSONS KNOWN TO BE PARTIES IN INTEREST
In connection with the January 11, 1993 restructuring of
Jacor and its debt obligations, all holders of the then
outstanding common stock received 0.0423618 shares of a new
class of Jacor's common stock and 0.1611234 warrants to
purchase such new common stock in exchange for every share
of existing common stock. As a result of the restructuring,
the Plan received 137,074 warrants to purchase the Jacor
common stock. After the receipt of the warrants, Jacor
determined that the Department of Labor could view the
receipt of the warrants as a prohibited transaction under
ERISA. On October 17, 1994, Jacor filed an Application for
Prohibited Transaction Exemption with the Department of
Labor. On June 21, 1996, a final exemption was published in
the Federal Register.
NOTES TO FINANCIAL STATEMENTS, Continued
7. TRANSACTIONS WITH PERSONS KNOWN TO BE PARTIES IN INTEREST,
Continued:
In June 1996, Jacor elected to allow these warrants to
automatically be converted into the right to receive the
Fair Market Value thereof (determined to be $19.70 per
warrant) upon the closing of its 1996 Stock Offering. The
closing of the 1996 Stock Offering occurred June 12, 1996.
Plan participants were notified of this on May 16, 1996 and
were informed that any time prior to the closing of the 1996
Stock Offering they could exercise their warrant, in whole
or in part, at the stated exercise price of $8.30.
8. RECONCILIATION TO FORM 5500
Department of Labor regulations require that differences
between the amounts included in the financial statements of
the Plan and reported on Form 5500 be disclosed. Amounts
allocated to accounts of persons who have elected to
withdraw from the Plan but have not yet been paid as of
December 31, 1995 and 1994, in the amounts of $149,700 and
$72,200, respectively, are reported as a liability on Form
5500 but not in these financial statements prepared in
conformity with generally accepted accounting principles.
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Item 27a - Schedule of Investments
December 31, 1995
<CAPTION>
Number of
Shares or
Principal Current
Name of Issuer and Title of Issue Amount Cost Value
<S> <C> <C> <C>
Temporary Cash Investments 42,890 $ 42,890 $ 42,890
* Jacor Communications, Inc.
Common Stock 120,204 3,382,455 2,103,571
* Jacor Communications, Inc.
Common Stock Purchase Warrants 112,820 1,001,277
Mutual Funds:
CIGNA Guaranteed Long Term Account 516,863 516,863 516,863
American Funds EuroPacific
Growth Fund 13,879 300,271 321,019
American Funds American
Balanced Fund 128,303 1,633,505 1,815,491
American Funds The Growth
Fund of America 55,848 1,506,256 1,705,594
Total Mutual Funds 3,956,895 4,358,967
Loans to participants 23,463 23,463
TOTAL INVESTMENTS $7,405,703 $7,530,168
* Person known to be a party-in-interest to the Plan.
</TABLE>
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS
IN EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASETS
<CAPTION>
Column Column Column Column Column Column Column Column Column
A B C D E F G H I
Selling Price Expenses Current Value
Description or FMV incurred of asset on
Identity of or Purchase at date of Lease with Cost of transaction Net gain
party involved asset Price distribution Rental Transaction asset date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases
Open Market Jacor Communications, $ 387,391 $ 387,391 $ 387,391
Inc. Common Stock
(43 separate purchases
totaling 25,300 shares)
Open Market American Funds:
American Balanced Fund $ 546,271 $ 546,271 $ 546,271
(27 purchases totaling
41,176 shares)
American Growth Fund $ 579,070 $ 579,070 $ 579,070
(23 purchases totaling
19,428 shares)
</TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Jacor Communications, Inc. on Form S-8 (File No. 33-
1293) and Form S-4 (File No. 333-06639) of our report dated June
21, 1996, on our audits of the financial statements of Jacor
Communications, Inc. Retirement Plan as of December 31, 1995 and
1994, and for the year ended December 31, 1995, which report is
included in this Form 11-K.
COOPERS & LYBRAND, L.L.P.
Cincinnati, Ohio
June 27, 1996
