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: October 15, 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
In October 1996, in addition to the previously
announced acquisition by Jacor Communications, Inc. (the
"Company") of Regent Communications, Inc., the Company
entered into agreements providing for two exchanges of radio
stations which will significantly enhance the Company's
presence in San Diego. The Company also agreed to acquire
an additional nine radio stations in three separate asset
purchase transactions that will provide the Company with its
initial access to new broadcast areas in Boise, Des Moines,
Cedar Rapids and Casper. These transactions are discussed
in more detail below.
The Company entered into binding agreements with Par
Broadcasting to purchase four radio stations in San Diego,
KOGO-AM, KCBQ-AM, KIOZ-FM and KKLQ-FM, for $72.0 million in
cash and with Entercom to sell the Company's two radio
stations in Sacramento, KSEG-FM and KRXQ-FM, for $45.0
million in cash. Although these transactions are not
directly contingent upon each other, the Company anticipates
that these transactions will occur in a manner that permits
the transactions to be treated as a tax-free like-kind
exchange. Par has entered into a local marketing agreement
("LMA") with the Company such that the Company will commence
operating the San Diego stations upon the expiration or
termination of the applicable waiting periods under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"). The Company has entered into an LMA with
Entercom such that Entercom will commence operating the
Sacramento stations upon the expiration or termination of
the applicable waiting periods under the HSR Act.
The Company further entered into a binding exchange
agreement with Nationwide Communications, Inc. whereby the
Company will exchange the assets of its two radio stations
in Phoenix, KSLX-AM and KSLX-FM, for the assets of
Nationwide's two radio stations in San Diego, KGB-FM and
KPOP-AM. The assets to be exchanged are valued by the
Company and Nationwide at approximately $45.0 million. The
Company anticipates that this transaction will constitute a
tax-free like-kind exchange. Nationwide has further entered
into an LMA with the Company such that the Company will
commence operating the San Diego stations upon the
expiration or termination of the applicable waiting periods
under the HSR Act. The Company has entered into an LMA with
Nationwide such that Nationwide will commence operating the
Phoenix stations upon the expiration or termination of the
applicable waiting periods under the HSR Act. In connection
with entering into the exchange agreement with Nationwide,
the Company also announced that it intends to sell KCBQ-AM
in San Diego, upon its acquisition from Par Broadcasting.
The Par, Entercom and Nationwide exchanges will
significantly enhance the Company's existing radio station
portfolio in San Diego, where the Company will then own
eight stations.
In addition, the Company entered into three separate
binding agreements with three unaffiliated radio broadcast
companies whereby the Company will acquire the Federal
Communications Commission (the "FCC") licenses and assets of
a total of nine radio stations. These agreements are with
Palmer Broadcasting Limited Partnership to acquire WHO-AM
and KLYF-FM in Des Moines and WMT-AM and WMT-FM in Cedar
Rapids for a purchase price of $52.5 million; with Clear
Channel Radio, Inc. to purchase KTWO-AM, KMGW-FM and the
Wyoming Radio Network, in Casper for a purchase price of
$1.9 million; and with Colfax Communications to acquire KIDO-
AM and KLTB-FM in Boise and KARO-FM in Caldwell, Idaho for a
purchase price of $11.0 million in cash.
All of the above pending transactions are subject to
various conditions, including approval by the FCC. The
Par/Entercom exchange and the Palmer acquisition are further
subject to termination or expiration of the applicable
waiting periods under the HSR Act.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated October 15, 1996.
99.2 Press Release dated October 21, 1996.
99.3 Press Release dated October 22, 1996.
99.4 Press Release dated October 24, 1996.
99.5 Press Release dated October 28, 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.
November 6, 1996 By: /s/ R. Christopher Weber
R. Christopher Weber,
Senior Vice President
and Chief Financial
Officer
CONTACT: Kirk Brewer EXHIBIT 99.1
(847) 256-9282
JACOR TO PURCHASE PALMER RADIO STATIONS
CINCINNATI, October 15 -- Jacor Communications, Inc.
(NASDAQ: JCOR) today announced it has reached an agreement
with Palmer Broadcasting Limited Partnership under which
Jacor will acquire Palmer's Iowa radio stations for $52.5
million in cash.
Jacor will purchase WHO-AM and KLYF-FM, Des Moines, and
WMT-AM and WMT-FM, Cedar Rapids. The transaction is subject
to regulatory approval.
"The Palmer stations have a rich heritage, and we will
be very proud to be associated with them," said Jerry
Kersting, Jacor senior vice president. "All of the stations
have very attractive signals, including WHO-AM which is one
of the country's few clear-channel stations."
Joe Lentz, president of Palmer, added, "The staff is
most enthused about becoming part of the Jacor
Communications family."
Jacor was represented by Kalil & Associates. Palmer
was represented by Salomon Bros.
Jacor Communications is headquartered in Cincinnati.
Including announced pending acquisitions, Jacor owns,
operates, represents or provides programming for 96 radio
stations in 22 U.S. markets. The company also owns WKRC-TV
in Cincinnati. Jacor intends 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.
# # #
CONTACT: Kirk Brewer EXHIBIT 99.2
(847) 256-9282
JACOR, ENTERCOM AND PAR TO EXCHANGE STATIONS
CINCINNATI, Oct. 21 -- Jacor Communications, Inc. (NASDAQ:
JCOR) today announced it has signed two definitive
agreements having the effect of Jacor swapping its two
Sacramento radio stations and $27 million in cash for four
radio stations in San Diego.
To effectuate the exchange, Jacor reached an agreement
with Par Broadcasting to purchase KOGO-AM, KCBQ-AM, KIOZ-FM
and KKLQ-FM in San Diego for $72 million. In addition,
Jacor has signed an agreement with Entercom to sell its
Sacramento radio stations, KSEG-FM and KRXQ-FM, to Entercom
for $45 million.
Although Jacor's purchase of the San Diego stations and
the sale of the Sacramento stations are not directly
contingent upon each other, Jacor anticipates that the
transactions will occur in a manner that permits the
transactions to be treated as a tax-free exchange. The
transactions are subject to regulatory review.
"We're very excited about these transactions," said
Randy Michaels, chief executive officer of Jacor. "We view
San Diego as a very attractive market, and this step
furthers our strategy to continue to develop our core
markets."
Kalil and Co. was the broker for these transactions.
Jacor Communications is headquartered in Cincinnati.
Including announced pending acquisitions, Jacor owns,
operates, represents or provides programming for 98 radio
stations in 21 U.S. markets. The company also owns WKRC-TV
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 other attractive markets.
# # #
CONTACT: Kirk Brewer EXHIBIT 99.3
(847) 256-9282
JACOR TO ACQUIRE TWO STATIONS IN CASPER, WYOMING,
AND WYOMING RADIO NETWORK
CINCINNATI, Oct. 22 -- Jacor Communications, Inc. (NASDAQ:
JCOR) today announced it has reached a definitive agreement
to purchase KTWO-AM, KMGW-FM, and Wyoming Radio Network,
Casper, Wyoming, from Clear Channel Radio, Inc.
The transaction is subject to regulatory review.
"We're very pleased to be associated with these
stations," said Jerry Kersting, Jacor senior vice president.
"KTWO is the oldest operating station in the state of
Wyoming, and is the state's only 50,000-watt clear channel
station."
Jacor Communications is headquartered in Cincinnati.
Including announced pending acquisitions, Jacor owns,
operates, represents or provides programming for 100 radio
stations in 22 U.S. markets. The company also owns WKRC-TV
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 other attractive markets.
# # #
CONTACT: Kirk Brewer EXHIBIT 99.4
(847) 256-9282
JACOR, NATIONWIDE REACH AGREEMENT
TO TRADE SAN DIEGO AND PHOENIX STATIONS;
KCBQ-AM TO BE SPUN OFF TO EXCL COMMUNICATIONS
CINCINNATI, October 24 -- Jacor Communications, Inc.
(NASDAQ: JCOR) today announced it has reached an agreement
with Nationwide Communications, Inc. under which Jacor will
trade the assets of its two Phoenix radio stations, KSLX-AM
and KSLX-FM, for the assets of Nationwide's KGB-FM and KPOP-
AM in San Diego.
Jacor also announced it will spin off KCBQ-AM, San
Diego, to EXCL Communications, Inc. of San Jose, California.
The acquisition of KCBQ by Jacor was recently announced as
part of a transaction with Par Broadcasting.
The transactions are subject to regulatory approval.
"We have identified San Diego as one of Jacor's core
locations, and we now have a full complement of eight
stations," said Randy Michaels, Jacor chief executive
officer. "While it was difficult to make the decision to
exit the Phoenix market, our employees, our advertisers and
our listeners -- in Phoenix and San Diego -- will all
benefit from the transaction."
Christopher Marks, chairman of EXCL Communications,
said, "The addition of KCBQ will extend EXCL's Spanish
California Network's coverage from north of Sacramento to
San Diego in the south."
EXCL Communications owns or is under contract to
purchase 19 stations in California, Colorado, New Mexico and
Oregon.
Jacor Communications is headquartered in Cincinnati.
Including announced pending acquisitions, Jacor owns,
operates, represents or provides programming for 99 radio
stations in 21 U.S. markets. The company also owns WKRC-TV
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 other attractive markets.
# # #
CONTACT: Kirk Brewer EXHIBIT 99.5
(847) 256-9282
JACOR TO ACQUIRE THREE IDAHO STATIONS
CINCINNATI, Oct. 28 -- Jacor Communications, Inc. (NASDAQ:
JCOR) today announced it has reached a definitive agreement
to purchase KIDO-AM and KLTB-FM, Boise, Idaho, and KARO-FM,
Caldwell, Idaho, from Colfax Communications.
Jacor will pay $11 million cash for the three stations.
The transaction is subject to regulatory review.
"We consider Boise to be a very attractive, growing
area," said Jerry Kersting, Jacor senior vice president.
Jacor Communications is headquartered in Cincinnati.
Including announced pending acquisitions, Jacor owns,
operates, represents or provides programming for 102 radio
stations in 22 U.S. cities. The company also owns WKRC-TV
in Cincinnati. Jacor plans to pursue growth through
continued acquisitions of complementary stations in its
existing locations, and radio groups or individual stations
with significant presence in other attractive locations.
# # #
