FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-12404
JACOR COMMUNICATIONS, INC.
A Delaware Corporation Employer Identification
No. 31-0978313
Commission File No. 1-8283
CITICASTERS INC.
(Successor by merger to JCAC, Inc.)
A Florida Corporation Employer Identification
No. 59-2054850
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Telephone (513) 621-1300
Indicate by check mark whether the Registrant, Jacor Communications, Inc.,
(1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding
twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days.
Yes X No
Indicate by check mark whether the Co-Registrant, Citicasters
Inc. (the successor by merger to JCAC, Inc.), (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve
months (or for such shorter period that the Co-Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days.
Yes X No
Indicate by check mark whether the Co-Registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No
At November 1, 1996, 31,254,338 shares of the Registrant's common
stock were outstanding. At November 1, 1996, 100 shares of the
Co-Registrant's common stock were outstanding, all of which
shares are owned by the Registrant.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
(the "Company")
INDEX
Page
Number
PART I. Financial Information
Item 1. - Financial Statements
Condensed Consolidated Balance Sheets
as of September 30, 1996 and December 31,
1995 3
Condensed Consolidated Statements of
Operations for the three months and
nine months ended September 30, 1996
and 1995 4
Condensed Consolidated Statements of
Cash Flows for the nine months ended
September 30, 1996 and 1995 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 14
PART II. Other Information
Item 4. - Submission of Matters to Vote of
Security Holders 20.1
Item 5. - Other Information 21
Item 6. - Exhibits and Reports on Form 8-K 38
Signatures 40
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
The Jacor Communications, Inc. Annual Meeting of Shareholders was
held on July 23, 1996. At such meeting the shareholders were
asked to vote upon (1) a proposal to reincorporate Jacor
Communications, Inc. as a Delaware corporation and (2) a proposal
to issue Common Stock Purchase Warrants, and the underlying
shares of Common Stock upon exercise of such warrants, to
shareholders of Citicasters Inc. in connection with the
Citicasters Merger.
The specific matters voted upon and the results of the voting
were as follows:
(1) The proposal to approve the merger of Jacor Communications, Inc.
("Jacor") with and into New Jacor, Inc., a Delaware
corporation ("New Jacor") and wholly-owned subsidiary of
Jacor. The purpose of the proposed merger is to
reincorporate Jacor under the laws of the State of Delaware:
Shares Voted "FOR" 15,928,195 (86.4%)
Shares Voted "AGAINST" 88,761
Shares "ABSTAINING" 5,402
(2) The proposal to approve the issuance by Jacor, and any successor
corporation thereto, of common stock purchase warrants (the
"Jacor Warrants") to acquire 4,400,000 shares of Jacor
common stock and the issuance of the shares of Jacor common
stock issuable upon the exercise of any such Jacor Warrants:
Shares Voted "FOR" 15,723,241 (85.3%)
Shares Voted "AGAINST" 246,713
Shares "ABSTAINING" 5,738
Each proposal received more than the required votes necessary for
approval by Jacor's outstanding shares of common stock and was
thereby adopted.
Jacor's shareholders also re-elected seven incumbent Directors of
Jacor to serve for an additional one year term expiring at the
1997 Annual Meeting of Shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant and Co-Registrant has each duly caused this
Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
JACOR COMMUNICATIONS, INC.
(Registrant)
and
CITICASTERS INC.
(Co-Registrant)
DATED: November 27, 1996 BY /s/ R. Christopher Weber
R. Christopher Weber,
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and
Accounting Officer of Registrant
and Co-Registrant)
